Mystic Spider: Origins
by thebrillaintgrandmaster
Summary: In the world of Earth-4129, a world where magic and science are one in the same, Peter Parker is still a down-on-his-luck loser that can't seem to catch a break. However, everything changes when he is inducted into a secret esoteric order called the Order of the Spider, where they intend to make him the new Sorcerer Supreme.
1. Prologue

_Welcome, readers, to a world I have designated as Earth-4129.  
A world where man discovered magic, instead of science.  
A world where the Industrial Revolution was the Artifice Revolution.  
A world in the aftermath of war, where Sorcery has been banned._

 _This is the story of the Mystic Spider._

* * *

"Oh thank the Gods, it's the Heroes Guild!" A police officer exclaimed as he hid behind his airship. A few feet behind the officers' cover, a red portal had opened, seemingly out of place in the chaos of the scene. Out came eight figures, each dressed in unique armor and robes. The first one was Stephen Rogers, the Paladin, clad in blue and white armor and robes, his shield on his back. Once he stepped out of the portal, however, his shield flew onto his arm.

"How bad is it?" He asked one of the officers.

"Ye Gods. We can't move an inch." The officer said. "We've been stuck here for the past hour and a half. These aren't just normal cultists...they have some serious magic muscle behind them. Our database is unable to recognize the spells."

The Paladin rubbed his chin, deep in thought. He turned back to his team.

"Wanda," He said, calling the Hero most known to the public as Baba Yaga. The younger girl came forward, clad in a scarlet and black cloak with red undertones, reddish brown hair down to her shoulders in waves. "Are you able to identify what we're up against?"

"I'll try to identify it." She said calmly. Briefly, her eyes glowed red, her mystic senses extending beyond her being. A very foul, thick energy permeated the compound they were in front of. It was something unlike she'd ever seen before. No, she only read about this: a magic both ancient and sinister in its use. A magic born of beings beyond the stars, beyond the minds and thoughts of man.

"Outer Sorcery…" She choked out, the energy beginning to flood her senses, her lungs. She could barely breathe. The smell of rotting flesh filled her nostrils. "It's...choking me. It's-"

" _Wanda."_ Said a familiar, soothing voice, a hand touching her shoulders. The soothing voice seemed to snap her out of it. Wanda quickly ejected her senses from the horrible place, quickly looking up at her brother.

"We can't let her go into that place." Quicksilver said, looking at Paladin. "If it's affecting her this much from yards away, imagine how badly she'll be incapacitated when she's in there."

The Paladin nodded.

"I can handle myself, Pietro." Wanda insisted. "Let me fight."

"конфетка, I know you're eager to prove yourself, but it simply isn't viable." Said Nataliya, walking to the other side of Wanda. "Not this time...okay?"

Defeated, Wanda simply nodded. Paladin glanced at a large, red-headed figure that stepped forward too, surveying the battlefield as a warrior that has seen combat. His hammer was still holstered at his side, but he seemed ready to use it at any time. To this day, Stephen was surprised that he even wished to associate with the Heroes Guild. It seemed he was busy more often than not with ruling Asgard, what with his father, Odin, recently passing away. He did know one thing: it was better for him to be on their side than not. Stephen remembered the time when Thor thought that he'd killed Odin. Fighting him wasn't fun.

"Your Majesty," Stephen spoke up. "Any way you can obscure their vision?"

"Of course." King Thor had replied, unholstering his hammer and spinning it. He threw it into the air without releasing the leather strap, launching himself into the sky. Shortly after he did that, thunder began to rumble in the sky. A thick fog settled over the field, obscuring nearly everyone's vision to just a few feet ahead.

"Here's the plan, guys." The Paladin began, turning to his team. "Pietro, Nataliya, and Clint, you're coming in with me to infiltrate. Stark, provide air support with King Thor. Wanda, stand by. Support the officers. Everybody with me?"

When everybody confirmed that they were with him, they sprang into action. Paladin shouted, "Heroes, assemble!" And they charged into the battlefield. Although their vision was obscured by the mist, so too were the cultists. Bolts of black energy flew at them in seemingly all directions, some of them being blocked by the Paladin's shield. Clint shot a few fire arrows, managing to hit cultists despite not being able to see, something that amazed Stephen to no end.

"You're coming near the entrance of the building, folks." Lord Stark, the Iron Knight said via the communication runes he'd etched onto all of their costumes. Thanks to the rune, they would be able to hear each other as if they were right next to each other, regardless of the distance. Stark's Iron Knight armor had an enchantment which allowed him to see through the mist, which meant he was perfect for scouting for them.

He could see a cultist rising a staff above his head, lips moving as he chanted in some sort of black speech. Black energy swirled around him, but the Iron Knight shot a beam of energy at him from above, vaporizing him. When Paladin and the rest of the infiltration group came to the door, he kicked it, knocking it off of his hinges and making it fly into the dark mage that was behind it. Bolts of black energy flew as they walked in. Nataliya, the Black Widow, vaulted over Stephen's shoulder and unsheathed her short swords. The blades glowed purple briefly as she seemed to blink out of existence, re-appearing behind one of the cultists and stabbing the sword right through his chest.

Quicksilver was shown as only a streak of white as, in the blink of an eye, several of the cultists were flung through walls and ceilings. Clint stayed by the door hinge, sniping cultists from afar. Paladin pressed on, bashing cultists with his shield, making them fly through windows, and blasting them with beams of hard-light.

"The stairway is going to be to your left." The Iron Knight instructed. "That's where the children are being kept."

"I can sense their suffering…" Wanda added. "Hurry. I think the cultists are starting the ritual."

Quickly, Paladin, Quicksilver, the Black Widow, and Clint rushed downstairs, fighting off and killing any cultist that came their way. However, by the time they reached the lower level, Stephen could tell it was too late. As soon as they reached the strange metallic door that opened as soon as they arrived, Paladin could sense something... _wrong._ It wasn't evil, per se, but it was a nauseating, foul feeling, like walking into a field of rotting corpses. They stepped into a room about the size of a football field, which should be impossible with how far they went down; the room should logically intersect with the first floor!

The room was made of some sort of strange, green metal with symbols inscribed into it. Strange, crystalline pedestals were at the center of the room, formed into a circle. Two of the pedestals had what could only be described as shifting, non-euclidean shapes floating at the top, which disappeared in a flash of light as soon as the group entered.

"What was that?" Nataliya asked.

"Spirit, not sure…" Paladin muttered. "Whatever it is...let's ignore it. We have to find those kids. Pietro?"

Pietro streaked across the room, a beam of white that zipped all around.

"Found them." He said within seconds. "Uh...Rogers? You should see this."

Steve walks into the room his team mate had gestured to, his eyes widening at the sight before him.

"By the Great Spirit…" He muttered.

The children they were looking for were there, but they were clearly dead. They lay limp on the ground like ragdolls, their bodies piled in between a magic circle with a strange-looking star at the middle. Their bodies were a grayish-color, and their hair had turned stark white, as if their life force had been sucked out of them.

"What are you seeing in there? Talk to me, guys." Lord Stark said.

"They're...dead, Tony." Stephen said. "We were too late."

Stark went silent, and then said, "The Prime Minister is going to be pissed."

* * *

"The Heroes Guild identified several children that were killed in a horrific ritual last night." The news reporter said as she looked at the viewers. "According to a statement from Prime Minister Coulson, the Cult has not yet been identified, but seems to be using some strange form of necromancy that they hadn't seen yet. More on this later on tonight. In other news, tensions rise between the Kingdom of Atlantis and the Empire of Wakanda as-"

Peter turned off the TV, sighing to himself. Looking at the news was always depressing, especially when the story is about the few times the Heroes Guild fails. They did good more often than not, but the media seems to love reporting whenever they failed.

"What was on the news?" May asked as she came into the kitchen.

"Nothin' but bad news. You know, world ending and all that." Peter replied. "Morning, mom. How'd you sleep?"

"Good…" May yawned, turning on the fire rune within the toaster and putting two slices of bed in. "Another day, another five gold pieces. You're late, you know."

Peter's eyes widened as he looked down at his watch. Not only was he late, but his first class should be starting in five minutes. He facepalmed and sprang up, stuffing the rest of his toast into his face. May gave him an amused expression as he scrambled to find his backpack.

"Oh, Peter!" May called out to him right before he was out of the door.

"In a hurry, ma! What's up?" Peter asked.

"Listen, son...I know your father is no longer around…" She said, her tone hesitant.

The mention of his father activated a deep ache within his heart, one that was only now beginning to fade. Peter's father, Ben, had died a year ago in a huge airship accident. Peter and his mother were trying to move on, and only recently got to the point where they could talk about it, where they could heal. He may have been adopted, but Peter still saw May and Ben as his actual parents. It hurt him massively when his father died...he didn't know what to do without him, felt lost without his wisdom.

"Yeah…?" Peter said glumly.

"Yeah…" May said. "But...you need to keep your chin up, okay? That's what he'd want you to do...what he'd want us to do."

Peter simply nodded. "I have to go now."

"Have a nice day, sweetie."

Walking through the streets of New York City was a task in and of itself. On the ground, people were packed like sardines, weaving through the crowds that they'd created themselves. Above, those who could afford them floated past on their airships. As Peter rushed through the crowds, he had little time to appreciate his city, the massive crystal spires and buildings that seemed to reach the sky. As he weaved through the crowd, many vendors attempted to sell him various wands and trinkets crafted with bootleg runesmithing, but Peter ignored them. If he wanted a love amulet on the cheap (which _may_ have the side-effect of making everyone of the opposite gender psychotically obsessed with you), then he knew where to go at least.

Rushing down the stairs, Peter made his way to the Lightning Rail station.

"One all day pass? That'll be ten silver." The vendor said.

"Ten silver?!" Peter exclaimed. "No way I'm giving that to you highwaymen."

"Times are tough, kiddo." The vendor said with a scathing tone. "When times are tough, prices go up. That's the way it goes. If you don't like it, then mail the Minister of Transport. Ten silver."

Peter muttered something under his breath and dug into his pocket. He produced ten silver coins and dropped them onto the Vendor's table, who then produced an all day pass for him.

 _There goes my lunch money._ Peter thought.

"Thank you, enjoy your day." The Vendor said. "Next." 

* * *

"Care to tell us why you're late, Mr. Parker?" Demanded Mr. Westerly, Peter's alchemy teacher.

Peter croaked, every student in the class looking at him when he entered the classroom, in the middle of a test, no less.

"Um…" Peter muttered. "Something about a dog eating my homework…?"

Mr. Westerly sighed. "Because you are late, I am automatically deducting points from your test. Please grab a paper and pencil and begin working."

Peter did exactly that, sitting next to Gwen Stacy, his alchemy partner who was, from the looks of it, very pissed off.

"Where _were_ you?" Gwen hissed.

"Well…" Peter muttered. "I guess I didn't realize how much time I was taking...and I ended up being late. I'm sorry, any way I can make it up to you?"

"You can complete this formula for me." She replied. "I've already done all the work. All you have to do it put it all together."

That wasn't as much of a punishment as it seemed. Peter _loved_ alchemy, it was his strongest subject next to Runecraft and Hermeticism. Gwen and Peter spent the next fifteen minutes in silence as he pieced everything together, as well as making an alchemical diagram for their potion. The goal was to turn the water into golden dust, which Peter had done with flying colors. When it was done, Gwen clapped excitedly.

And boy, when Gwen was happy, she was _beautiful._ Peter had a crush on her since high school, watching as she went from a thin tomboy to a curvaceous young adult. When she grew her blonde curls out and started dressing more feminine, Peter knew the only reason she wasn't already popular like Felicia Wyatt was because of the fact that she didn't really care about the high school hierarchy. Or any hierarchy for that matter. That's what Peter liked about her: she was always so down to earth, always friendly towards Harry and Peter despite clearly being out of their league now.

"I knew there was a reason I keep you around." Gwen teased. "Nice job." 

* * *

After class, Gwen and Peter met with their friend Harry at lunch. The lunch yard was outside, on the rooftop of Richards Academy. Peter looked out to the city, airships flying by the building as they ate.

"Guys, you won't believe what happened." Gwen said, grinning ear to ear when she came back from the bathroom.

"You finally found someone that'll listen to your shpiel on Magic Theory?" Harry guessed. Harry was a childhood friend of Peter's: they'd known each other since elementary. They were super close, and when moved into town, the three of them became best buddies. Harry was a little different now, having cut his mop of brown hair short, and getting taller and more muscular since he's in sports. Despite that, however, he's still considered a nerd by virtue of hanging out with Peter and Gwen.

Gwen frowned. "What? No! Lord Antonius Stark messaged me...on his _personal_ Magic Mirror. He's accepted my request to the internship! Starting tomorrow, ya girl is going to be an intern at Stark Industries."

Peter's eyes widened. "Dude, what? I'm so proud of you! That's great."

"Yeah!" Harry said. "Congrats, Gwen."

"Thank you, thank you." Gwen said, bowing. "Now I just have to get this nerd in."

Gwen gestured to Peter.

Harry laughed. "Yeah, right. This guy is too much of an underachiever."

"Hey!" Peter protested.

"It's true, man!" Harry insisted. "On my life, dude: you're as smart as Gwen, but you keep slacking. Not to mention you're late all the time…"

"What are you guys doing? Talking about nerd shit?" A loud voice said in the distance. In came Flash Thompson, the star of the school's War Games team.

Flash was either too old to be in high school, or went through puberty at the age of three, because the guy was built as a tank. A blonde-colored beard had grown on his face to match his blonde hair, and his blue eyes were cruel and deep. He was attractive, but more in a brutish way. Similar to an alpha caveman or some sort of gorilla. He stood an entire five inches above Peter, making him stand at 6'5.

"Oh great." Gwen deadpanned. "The gorilla is here."

"Shut it, Stacy." Flash snapped. "I'm here on important business. It's between Petey and me here; ain't it, Petey? Go fuck off and suck Harry's dick or something."

"It ain't like that, man!" Harry protested.

Flash ignored him, shooting a death glare towards Peter.

"A little birdie told me you called my girlfriend a slut." He growled.

Peter raised an eyebrow. "And you _believed_ them?"

Flash paused. "Y-...Yes!"

"This is public school." Peter said. "I think people play the 'he said, she said' game a lot."

"That ain't the point, Parker! The point is, you called my girlfriend a slut!"

"Dude, does that even _sound_ like something I'd say?"

"Enough talkin'!" Flash grabbed Peter by the collar of his shirt. "I'mma fuckin'-"

" _Flash._ " A voice said behind him.

Flash spun around to see none other than Felicia Wyatt, standing boredly behind him with her arms crossed. Felicia looked like she ought to be on the cover of a magazine rather than high school, with her blonde curls reaching down to her back, and intense gray eyes piercing through the very soul. She had the body of a model, athletic and curvy, and dressed in clothes that were more expensive than the average yearly income in the United American Kingdoms. Flash let go of Peter.

"Babe, I'm beating up the nerd that called you a slut…" He muttered.

"Sweetie, Flash...it's nice that you're defending my honor. Really. _Hot_ too. But I doubt that guy has ever said 'slut' in his entire life."

"Babe- you're not _defendin'_ him, are you? What do you care about some random nerd?"

Felicia's eyes went to Peter for a split second, and Peter froze. Suddenly he felt self-conscious, fighting back the urge to fix his hair and smell his breath.

"Not particularly, no." Felicia said. "But you promised me you'd drive me to get smoothies on my lunch. And what did we say about keeping your promises to me?"

" _Babe._ " Flash said, exasperated.

"Flash. Let's go. _Now._ "

Every ounce of willpower in Flash's body seemed to vanish as he left the lunch grounds with her. Gwen crossed her arms, making an impressed grunting noise.

"Hm. It looks like someone _can_ tame the gorilla. Right guys?"

Harry and Peter were too busy staring at Felicia's ass as she left.

Gwen sighed. " _Men…"_

* * *

After school, Peter and Harry walked out of the doors together. Gwen got to leave earlier since she finished most of her required classes. Peter had always envied her conviction and seeming inability to procrastinate. He'd been working on ideas he had for new machines and runes for about five years now, but with the death of his adopted father, everything seemed to grind to a halt.

"So, have you decided what you'll do after school is over?" Harry asked.

Peter shook his head. "Nope...no idea what to do with my life."

Harry sighed. "Look, man, it's senior year. School is almost over. I just...don't wanna see you flipping burgers at McDonalds, you know?"

Peter waved his hand. "It's hard. I don't have an internship like Gwen. Or an easy ladder into a high paying career like you, Harry."

"I know, I know, just...guess I'm a little concerned, y'know?"

"Hello, gentleman." Said a voice coming from outside Peter's field of view. He turned his gaze in the direction of the person speaking to them.

It was a girl that was shorter than the both of them, but built like an athlete. She had straight black hair that was cut into a bob, pale skin, and almond-shaped brown eyes. She was pretty enough, though not so pretty that Peter would catch himself staring. Or perhaps she would be normally, but her attractiveness is somewhat offset by how intimidating of an aura she gave off.

"C-Cindy?" Peter asked. "Cindy Moon? Uh...what's up?"

"Parker, I want to meet with you in a few hours. Say...at Columbus Circle?" Cindy asked, her tone neutral and businesslike. If he didn't know any better, it'd sound like she was asking him out. However, he was about ninety percent sure that Cindy was a robot.

"Oh, um-" Peter looked at Harry, who shrugged and gave him the thumbs up. It seemed like _he_ thought she was asking him out. "S-Sure?"

Cindy smiled, though there was little to no humor in it. "Great. I'll see you around five then. Come alone, please."

With that, she turned and walked off.

"...Okaaaay, what was that about?" Peter asked.

"She's into you, dude!" Harry said.

"What? No. I dunno if it's like that…"

"Dude, you're totally selling yourself short. Look at you! Just gain a little muscle, stop dressing like a tool, and you'll be a solid 8 or 9."

"Thanks, but I'm not sure everybody sees it that way."

"Whatever. Just go, my guy. Enjoy yourself! Who knows? Maybe you'll be dating Cindy Moon by the time its over." 

* * *

**AN:** Hey guys! Sorry for my absence. I believe you're all long overdue for an update. So this is a new story I'll be making, and believe me, I hadn't given up on any of my previous projects except Persona 6 (which I will be redoing with a new setting and characters). For now, this is all I'm really in a mood to write, so there'll be a hiatus on other projects until I can think of other things.

So yeah! I hope you guys enjoy this story. Feedback is much appreciated, as I've been working on building the world for this Alternate Reality for a while. Thanks!


	2. Secrets Revealed

Peter didn't feel like going home yet, so he went straight to Columbus Circle. Getting through the streets of New York was challenging as always, especially at 2pm when those that worked early shifts were getting out of work. He approached the large, magnificent shopping center: a huge crystal building, ultra modern in design. Columbus Circle was full of designer stores and other expensive things, it was the type of place that people like Felicia Wyatt shopped at.

To this very moment, Peter still didn't understand Cindy Moon's interest in him. In general, he was invisible to most of the people at school. Cindy never even looked in his general direction until today. Could Harry be correct? Could she be... _into_ him? If that was the case, maybe Peter should have run home and put on better clothes, maybe put on cologne and practice talking to girls in the mirror. No, then it'd seem like he's trying too hard. He'd look like a loser.

He looked down at himself. Peter never thought of himself as particularly ugly. Average at best, not terrible to look at when he was cleaned up. But when you're around people much better looking than you, like Harry and Flash, that tended to take a jab at his self-esteem. After all, whenever Peter hung out with Harry outside of school, girls seemed to take interest in him exclusively. It perhaps sounded a little petty...but Peter may have been a little bit jealous. He wasn't angry at Harry. He's known him for a long time, he was his best friend, but...it was seeming more and more that he was too good for him.

Maybe he should consider himself lucky, that Harry doesn't care about stuff like fame.

"You're here early. And I thought I was punctual." Cindy said as she approached Peter. She was also dressed in her school clothes, indicating to Peter that she wasn't trying particularly hard for this "date". It wasn't like she had to try all that hard anyway. Cindy was very pretty, and would probably be as popular as Felicia if she didn't look like she would break the arm of any guy that spoke to her.

"Y-Yeah. Sorry. I mean- ye gods, why am I apologizing?" Peter chuckled nervously. "Um. Hi."

"Hi." Cindy responded. "We have a lot to talk about."

Peter raised an eyebrow. "We do?"

Cindy nodded. "I've been instructed to come get you. You have a great purpose in front of you...one that'll decide the fate of the world."

This was beginning to seem less and less like a date.

"Um?" Peter said. "I'm sorry, I don't really follow here…"

"It's okay. You don't have to. Follow me." Cindy said. She grabbed his hand and began walking, sporting an impressive grip that Peter was embarrassed to admit he couldn't really get out of.

"Wait, hold up!" He protested.

Cindy stopped.

"What is this all about?" Peter demanded. "What is this 'great purpose'? I thought this was a date!"

She tilted her head. "A date?"

"Yeah! What is this supposed to be? Are you part of a cult or something?"

Cindy stayed silent.

Peter's eyes widened. "Oh. Oh no. Please, no. C-Cults aren't really my thing-"

Cindy was still silent. She was staring off into nothing.

"...Hello? Cindy?" He waved his hands in front of her. "You there?"

"Change of plans." She said suddenly, walking with him in the opposite direction.

"What?! Since when was this a _plan_?!"

Cindy ignored Peter as she dragged him in the other direction. She was rushing, as if they were running away from something. Upon looking back, Peter could see exactly what it is they were running from. Pushing through the crowd of people exiting where two men clad in what appeared to be black leather armor. Their skin was pale as death, their eyes black - irises, scalera, everything. Once they pushed through the people, they broke into a jog, eventually sprinting towards them.

In response, Cindy began sprinting as well, forcing Peter to sprint also. She pushed through the front doors and through the crowd, crossing a street just before cars managed to hit them.

"Woah, you have to wait for that to turn green!" Peter protested.

His protests were ignored, however, as she kept sprinting. Peter looked behind them, watching as the two guys jumped _over_ traffic and landed in a crouch all too gracefully, as if the laws of physics were a mere suggestion box for them. Immediately, Peter felt as if he was ejected out of his life and put into the shoes of another. Things like this just didn't _happen_ to him. Never in his life would he be strung along by an attractive school mate, running from what appears to be two Sith Lords.

Cindy and Peter stopped for a breath, but that was clearly a mistake. As the two black-clad thugs sprinted, one of them made a wide gesture with his arms, slamming the ground with his palm. Peter could hear a silent _crack_ of power in the air as an invisible shockwave encompassed the area. Cindy's eyes widened and she began running again. This time, they didn't have to push past any people. No, now they were going _through_ them, something that was baffling Peter.

"Wait a minute…" Peter heaved. "D-Did he just send us all into the Mirror Dimension?!"

Cindy's confirmation was evident in her silence. They began running into an alleyway, towards the wall at the end. Peter would have asked what she was doing, but he was interrupted by the fact that they were running on the wall as if it were the ground. Peter looked down and saw one of the guys close his hand into a fist, the walls of the alleyway slowly enclosing around them. Cindy and Peter managed to be fast enough to get through without being crushed, but their chasers weren't so lucky. The alleyway closed behind them, and Peter could hear a sickening _crush_ as bones broke.

At the top of the building, Peter fell onto his knees, with Cindy bent over and catching her breath with him.

"What the hell was that?!" Peter demanded once he caught his breath.

Cindy opened her mouth to say something, but was immediately interrupted by that staring off into space thing she does. Suddenly, she dodged a bolt of black energy, narrowly leaning back out of the way. Peter saw a portal open up, one of the guys in black walking through.

"Surrender the boy to me, sorcerer." He hissed, his fist pounding against his palm as he made another gesture. The evil wizard created what appears to be a sword out of black energy, then promptly got into a fighting stance.

"You'll have to kill me first." Cindy said, doing a similar gesture. Instead of the sword made of black energy, Cindy formed an energy shaped as webbing. The web patterns formed and contorted, becoming two solid sticks connected by what appeared to be a chain out of webbing. Nunchucks. She spun them around then changed her footing, getting into another fighting position.

"Very well." The evil wizard said. "A shame. You're very talented...it seems you'll have to die. Just like your mother."

The wizard charged, Cindy staying ready in a defensive stance. He thrust the pointed end of his wicked black blade at her, but she dodged out of the way as if she knew exactly what he'd do. She quickly got down to one knee and spun, bringing one end of her nunchucks to his shin hard, making him flip onto his back. Gracefully, she spun and got back onto her feet. Unfortunately, the guy clad in black armor wasn't down.

He got right back up, but this time Cindy charged. She threw a high kick at his temple, which she managed to dodge. The evil wizard countered, thrusting the pointed end of his blade at her back. In a split second, Cindy managed to duck beneath his blade by leaning back. While she was in that position, she grabbed his forearm and flipped backwards, using it as leverage to wrap her legs around his neck. He was thrown back from the force, falling onto his back. When Cindy hit the ground, she positioned herself to roll backwards, getting back onto his feet.

Before the guy could get back up, she made a gesture with her hand, what appearing to be a magical circle appearing directly above her wrist. As if it were a portal, a purple-ish energy came out, forming into what appeared to webbing, colliding directly to his wrist. Evidently, it was quite sticky, because now the guy couldn't get up. He opened his mouth to say something, but Cindy webbed his mouth shut, then proceeded to shoot him with webs until he was a sticky mess stuck to the floor.

"There. That should take care of you." Cindy said.

Peter's stared at her, his mouth agape. He knew Cindy was probably a tough girl, but he didn't think she was some sort of kung-fu sorcerer. The last thirty minutes, in fact, were completely unbelievable. Sure, weird things happened all the time. But not to _him._ The only weird thing that had happened to him was when he was eight, when the lightning rail was about to fly off of its hinges and they were saved by the Iron Knight.

This...this was something else.

"S-Should I call the police…?" Peter asked.

"Why?" Cindy asked.

" _Why?!_ I-I don't know, because we were just attacked by a sorcerer! And sorcery is illegal! And-"

" _And_ you were just saved by a sorcerer. So illegal or not, it looks like you owe me your life."

"Yeah, but still-"

"Peter, if you are going to survive the rest of the day, I need you to discard all that you believe you know."

" _Ye gods…"_

"Come with me." 

* * *

"So, let me get this straight." Peter said as he and Cindy walked to a location she hadn't specified yet. "You're part of one of the few Sorcerer Orders left, just hidden from the rest of society?"

"Yes." Cindy said. "The Order of the Spider."

"But that's... _illegal."_ Peter said.

"Yes." Replied Cindy. "And there was a time where the Heroes Guild was illegal. Being a Magus has _just_ become legal, meaning the entire Sodality of X was illegal until recently. It is illegal to act as a hero without registering to Black Chamber, but there are many heroes out there that aren't registered, I'm sure you know. Yet a lot of people would argue they do more good than harm. The law is changing and relative."

"Yes, but-"

"We're here."

"Here" was a wall in an empty lot. If this was truly "here", sorcerers must be struggling more than Peter thought. Before Peter could question her, Cindy made a series of hand signs, a magic circle made of purple light forming as she made her gestures. When it was fully formed and she was done, she muttered something under her breath in a language Peter didn't understand. The bricks of the wall began to slide open, as if they were a door. Behind the bricks were an actual door, one with a strange symbol on it.

"That symbol…" Peter said. "I never saw it in Hermeticism before."

"That's because it has been outlawed. Erased from the books." Cindy said. "It's the symbol of the Sorcerer Supreme."

It was time for Peter to be amazed again.

Long ago, the title of Sorcerer Supreme went to a master of all the mystic arts, who had the express purpose of protecting reality from the nasties beyond. After the Second Great War, when the Lich King ruined sorcery for everyone, the title and position of the Sorcerer Supreme was outlawed by all of the kingdoms. Or so Peter thought.

Peter and Cindy walked into an area that was definitely too big to actually be behind the building they'd walked into. It appeared they were underground, with mage lights being the main form of light. They were in a courtyard, where various other people clad in robes seemed to be practicing the same weird gestures that Cindy used, or seemed to be sparring. Ahead was a large building that looked almost like a castle, but smaller.

They walked ahead, into the long halls filled with paintings and artifacts. Eventually, they reached what appeared to be a library, with shelves that stacked as high as the eye could see. Peter got a few glances as he followed Cindy, glances from the practicing sorcerers that were in there to study. He couldn't help but notice that he was the only one there _not_ wearing monkish robes. Well, him and Cindy, but Cindy was clearly in her element there.

They approached a door and Cindy knocked.

"Ancient One? I have bought the candidate here, as you have ordered." She said.

"Come in, children." A familiar voice said on the other side.

When the door opened and they walked through, Peter couldn't believe his eyes. On the other side of the table was a man he knew, a man he loved. He wore gold and red monkish robes, unlike the blue and brown robes that others wore. His head was shaved bald, and he had a full, white beard that didn't quite hang from his face yet. His features were gruff and stern, though his eyes held a wise kindness to them, one that hinted at intelligence and humility in the soul behind them.

"D-Dad…?" Peter said.

"Hello, son." Ben Parker said.

Cindy seemed to shrink into the background, as if she'd _just_ noticed how awkward this was.

"What the hell?!" Peter demanded. "No...no, this isn't real. No way you're...dad, we _buried_ you."

"Yes…" Ben said. "Well, you'd thought you did."

Peter didn't know whether to be happy or angry. Ben Parker, Peter's father, the man he'd been mourning for a year sat right in front of him, healthy as ever. He remembered the day that he found out he died. The pain, the anger… 

* * *

_When Peter came home that day, May Parker was a mess. Her hair was unkempt and almost stringy as it hung from her head. Her eyes were puffy and red, as if she'd just finished crying. Although she was no longer was, the lines of stress and worry upon her face made her look ten years older. Peter had wondered what was going on, then it hit him. His heart dropped into his stomach. While browsing the Plane of Knowledge on his magic mirror, he read an article about an airship accident. He knew his father was an airship pilot but…_

 _"Peter…" May said, seemingly on the verge of crying as well._

 _"No...no way…" Peter said. Although he read about the accident, it didn't occur to him that his dad could be part of it._

 _May nodded slowly, tears falling down her face. Peter's vision began to blur, and he noticed that he was crying. He didn't know when he started, but something finally broke within him. There was a snap, then a deep, searing pain within his chest. Despair. To think, his father who was so alive this morning was now gone…._

 _That night, May and Peter spent crying together. The morning after, Peter took the day off of school to plan the funeral. He didn't know what the future would hold now, without the guidance of his father…_

* * *

No, Peter was definitely leaning more towards angry.

"You...you…" Peter was at a lost of words. "You abandoned me! Abandoned me and mom!"

"Peter, I understand you may be upset," Ben said, raising his hands. "But I've done far from that-"

"What do you mean, 'You've done far from that'?! You were _dead_! I looked down at your body, and I…" Peter's vision began to blur again.

"Son…"

"Don't call me that!" Peter snapped. "You don't get to say that. Not after what you did. No...what you did, a father would never do!"

Ben sighed, maintaining calm despite being yelled at by Peter.

"I agree with you." Ben said, his tone going a little quiet. "What I have done to you...to May it was...it was horrible. But son, it was necessary. A sacrifice had to be made-"

"A sacrifice?! For what?!"

Ben stayed silent for a while, allowing Peter to catch his breath, to calm down for at least a little bit. He pressed his hands flat on his desk, slowly standing up. Ben had always been a big man, and Peter would never be able to imagine him as a sorcerer. No, Ben was too solid for that, built like a war machine, too much solid muscle. Yet apparently, he was "the Ancient One". The wizard's wizard.

"I am the Ancient One, son." He explained. "The former Sorcerer Supreme. I was in the Second King's War. I fought alongside the Paladin against the Lich King. When sorcery was outlawed, me and my order were forced to go into hiding."

"This...order? The Order of the Spider?" Peter asked.

"Yes. I was forced to conduct myself as a civilian in the public eye. Shortly after going incognito, I met May. She didn't know about...any of this. Then we got married. And adopted you."

That answered his question about whether his mother knew about this.

"But the Eye of Agamotto revealed to me the truth...that you are a candidate to become Sorcerer Supreme. My adopted son, who I loved as if you were my own. However...there was a problem. A concern that I would weigh the Duel Arcane in your favor since I lived with you. I had to remove myself from your life, and I...suppose I'd thought it would be easier if I'd faked my death."

Peter felt nauseous. "Did you cause the accident?"

Ben shook his head. "Ye Gods, no. The accident was real. I...wanted to save everyone, but I couldn't without outing myself as a sorcerer. So I saved myself."

Peter was silent.

"Please, son…" Ben continued. "I am not asking you to forgive me. I do not know that I would forgive myself if I were in your position...I am asking you to understand. To listen."

"...I'm listening." Peter said.

"Everything happens for a reason, son. Everything, from the smallest quark to the largest supercluster, is part of a massive cosmic order to the entire multiverse. This world is simply one of many, each with their own Sorcerer Supreme, and you could potentially be the one of ours."

Peter's eyes widened. Him, the Sorcerer Supreme? He was just a geeky high school senior that couldn't gather the nerve to ask his best friend out. He got bullied on a daily basis by Flash Thompson. He cowered in fear as Cindy beat the crap out of a wizard. If anything, _she_ should be Sorcerer Supreme, not him. He couldn't imagine doing any of that.

"I know." Ben said, as if reading his mind. "But we can teach you. We can teach you to do what Cindy does, and much more."

"A-Are you in my head?" Peter asked.

"Sorry. Force of habit." Said Ben. "Well…? Do you accept? Will you answer the call?"

This was too much, too drastic a change from his normal life. Peter felt even more out of place, like he shouldn't be there. How could he possibly become the Sorcerer Supreme? How could he end up as anything other than a burden? He glanced at Cindy, who seemed to be waiting expectantly for his answer, as well as his dad, who was doing the same. There was no way he could do this. His head was spinning. He couldn't even control his own emotions. How is he going to master the raw power of magic? _All_ magic, nonetheless?

"I…" Peter said, his chest suddenly getting tight. "I have to get out of here...there's no way this is real. No way-"

He turned to run out of the door, but he was promptly stopped by Cindy Moon. His fists clenched, as if he was ready to fight, but he realized that fighting Cindy was laughable at best, especially since he felt like he was on the verge of hyperventilating.

"Let him go." Ben ordered.

She made a confused expression, stepping aside. Peter ran out of the manor, and out of the secret passage.

"Master, he'll spill all of our secrets!" Cindy protested.

"Patience, child." The Ancient One said. "No, he won't. Give him time. He'll be back." 

* * *

**A/N:** This is chapter 2 of three that I'll be publishing today! I want to get this story off to a solid start before I try my two chapters per day!

Here are some terms I probably won't be able to define in the story without doing a boring info-dump:

 **Magus:** Earth-4129's version of mutants. During the Second Great War, the Lich King conducted a ritual that was supposed to ascend him to godhood, but instead went wrong, and infusing 2% of the human population with faerie essence. As a result, this two percent had gotten many random magical powers and abilities, abilities that appear to be natural and not sorcery. Plural: magi.

 **The Sodality of X:** This world's X-Men, lead in secret by Lord Charles Xavier.

 **Plane of Knowledge:** This world's version of the internet. A psychic plane accessible with various runes or magical devices - or sorcery if you're capable of practicing it. It's usually accessed by magic mirror, or special books that will search anything you think of.

 **Magic Mirror:** This world's smartphone. Can do basically anything a smartphone does.


	3. Training

"Peter, you okay…?" Gwen asked during Hermeticism, concern evident in her voice. "You look like you've seen a ghost…"

 _I might as well have._ Peter thought. It's been a few days since his encounter with his dad, who was supposed to be dead. It was still unbelievable, that day. He tried to forget it ever since he ran out of that place, but he couldn't. Everything was...it was too real. Being grabbed by Cindy, seeing her take down that sorcerer.

Occasionally she'd catch her watching him, anticipating what he'd do. Peter had confronted her about it, but when he did, she'd simply pretend that she didn't know what he was talking about.

 _There is nothing to say._ She'd said. _So long as a certain someone keeps his mouth shut._

The only thing keeping him from reporting the Order to the police was his conscience. Cindy had saved him from that sorcerer that wanted him for...some reason. And although his dad was an abandoning asshole-criminal that practices sorcery, it's still his _dad._ Ben appeared to really regret what he did, but…

 _But that doesn't make it okay._ Peter thought. _What, am I going to just crawl back into his arms after he abandoned mom and I? Does he not know how much we struggle on a daily basis? How she had to get two jobs just to support the two of us?_

"Peter?" Gwen asked, her tone more worried.

"Hm?" Peter asked. "Oh! Um...yeah. I'm...I'm fine."

"You look pale as death." She sighed. "You're sleeping, right?"

"Of course I'm sleeping." Peter lied.

Gwen tilted her head and sighed. She could always see through his lies, to the point where Peter didn't even know why he was lying anymore. Peter suddenly stood up and rose his hand.

"Hey, I have to go to the bathroom."

The teacher sighed and excused him. Immediately, he rushed to the bathroom and proceeded to throw up in the toilet. Ever since that day, he had a constant queasy feeling in his stomach, as if he'd been spun repeatedly. It was fitting; it felt like his entire world was spun around and flipped upside down. His father was a sorcerer...he could be the next Sorcerer Supreme.

He looked into the mirror, studying his features. He had messy brown hair and hazel-colored eyes, which were partially dulled by his glasses. Peter believed he looked plain, definitely not sorcerer supreme material. If he could be beaten by Flash Thompson every day, and pitied by his girlfriend, then how was he going to be the Sorcerer Supreme?

 _We can teach you._ His father said.

Teach him what? Even if he became a wizard, and learned how to fight, he would still be _Peter Parker._ Scrawny, nerdy, plain Peter Parker. What was he going to do as Sorcerer Supreme? Lecture the horrors from beyond the stars on applied runesmithing until they died of boredom? Talk to bad guys about applied Eldritch Geometry until they got too annoyed to continue doing crime? What would his hero name even be?

"I think you're underestimating yourself." Cindy said, walking up beside him in the men's bathroom.

"Cindy, you're in the guy's bathroom!" Peter said. "I-I mean...unless I _severely_ misunderstood you. In which case, more power to you. It is current year-"

Cindy rolled her eyes. "Are you able to control the ridiculous things that come out of your mouth?"

"Not when I'm nervous." Peter said quickly. "Leave me alone. I already said I can't do it."

She sighed. "You're missing out on a great honor."

With that, she left.

 _Great honor my ass._ Peter thought. 

* * *

School went by smoothly, aside from the occasional panic attack and beating from Flash. When Peter got home, May stood right in the living room, her hands on her hips. Peter recalled that he never gave her an explanation for where he was that day, since he came back around 7 PM. Whenever she questioned him, Peter would dodge the question, but now he could tell she was just about sick of it.

"We do not keep secrets in this house, young man." May said. "Your father may be gone, but that does not mean you are allowed to act out."

Peter felt a small tinge of anger burn within his chest at the mention of his father. He didn't mean to take it out on her, he really didn't, but he couldn't help it.

"Bringing up dad again?!" He snapped. "He has nothing to do with this!"

"Do not raise your voice at me, young man!" May scolded. "If you continue to do so, you will be grounded."

" _Ye Gods,_ mom, can a guy be in a mood once in a while?"

"A _mood_? Peter...have you been getting involved in drugs? You've been acting fidgety, and that day you didn't come back until late-"

"Gods, no. Mom. I just...I'm going through girl trouble, okay?"

May's shoulders slumped, and she sighed in relief. "Thank the Gods...what girl trouble, sweetie…?"

Now Peter had to come up with a story. He felt horrible lying to her. It was true what she said: there were no lies in this house. For as long as Peter could remember, he and his mom were as open about how they felt and what they thought as possible. But now here he was, breaking that trust, lying through his teeth about her. Was this the right thing to do? She deserved to hear about her husband, right?

 _There is nothing to say, so long as a certain someone keeps his mouth shut._

Cindy had a point. She was a sorcerer. His dad was a sorcerer, both were crimes punishable by imprisonment for life, if not worse. What if May found out? What would her reaction be? Considering she was a secretary of Commissioner Stacy, Peter figured there'd be a conflict of interest. Could he tell nobody about this secret? If anything, this was just another reason he shouldn't get involved.

"I...went on a date with a girl named Cindy Moon." Peter lied. "And um...well, it seemed to be going well...until she straight up called me boring at the end, then ghosted me."

"Oh no, baby…" May took both sides of his face, pressing a kiss to his forehead. "Women can be quite cruel, but you can't give up, okay?"

"Okay…"

"Why not ask that Gwen Stacy girl out? She likes you, I can tell."

 _Why does everyone say that?_ Peter thought.

"What? Mom, no. Her and I...we're friends. She'd never-"

May held up her hands. "Okay, okay. Merely making a suggestion."

Peter couldn't help but grin. His mom was such an understanding person, he truly didn't deserve her...especially now that he lied to her. He hoped it didn't become a habit, that this would all blow over and he'd never have to do it again.

When Peter went upstairs to his room, he certainly wasn't expecting Cindy Moon to be sitting on his bed. His window was open, leading him to think that she'd crawled in through the window. Never mind that they were on the third floor of their apartment complex. He'd seen her run up a wall. It wasn't that far fetched to think that she could crawl up one as well.

"Hey." She said casually, as if she wasn't trespassing.

"Um. _Leave_ before I call the cops." Peter demanded.

"You can't." She said. "You entered the mirror dimension the moment you walked through the door. Your magic mirror won't work here."

He looked back and noticed the spatial distortion around the door. If one wasn't paying attention, they could easily miss it.

"What do you want?" Peter asked.

"To talk." Cindy said. "Listen...I really think you should consider joining the Order."

"And become a criminal? Join my dad, who abandoned me? Become some sort of badass sorcerer supreme?"

"Yes."

"'Yes'. I can't believe you. Do you even understand people?"

Cindy sighed.

"Look, I understand how you feel-"

"No. You don't. You couldn't _possibly_ understand."

"-but, I think in the grand scheme of things, it doesn't matter."

"It 'doesn't matter'?" Peter asked, offended. "How could you say that?"

"Your father is a very powerful sorcerer." Cindy explained. "But his power is waning. When you turned out to be the candidate for the next Sorcerer Supreme, he risked upsetting the Cosmic Order. The Sorcerer Supreme cannot be personally involved in any of the candidates to surpass them."

"What do I care that he risked upsetting the 'cosmic order'? He abandoned his responsibility as a father, and that's that."

"You fool. The Cosmic Order is what keeps electrons orbiting nuclei. It keeps the planets turning. It keeps your soul glued to your body, your mind to your brain, your consciousness to your very being."

Peter went silent.

"Do you know what he did, the day he had to fake his death?" Cindy asked. "He _wept._ When he came back, he was never the same. And for you to be here, behaving as if he didn't care, as if you're a victim…"

Cindy's fist clenched, and Peter was under the sneaking suspicion that she was going to punch him. And there wouldn't be a thing that Peter could do about it. Instead, she centered herself, standing up.

"This is your destiny, Peter." She said. "This is the fate of the universe. Do not reject it because you're unable to let go of your anger."

She got onto the windowsill, seemingly prepared to jump out.

"Wait." Peter said.

She waited.

"Why are you so invested in this?" He asked. "What are you getting out of it?"

Cindy didn't look back at him. "I'm a candidate as well. The Duel Arcane cannot go on if all candidates are not there, the Gods won't allow it. Without you to join us...there'll be no new Sorcerer Supreme. The Ancient One's power will continue to wane...until all that wish to devour this reality will come, and your father will be powerless to stop it."

With that, Cindy dropped three stories down and landed harmlessly in a roll. She looked back at Peter, who stood at the window, then walked through a portal, disappearing. 

* * *

Peter had a lot to think about the next day. The fact that the universe was now actively in danger by him _not_ joining the order changed things quite a bit. He knew about the Sorcerer Supreme, and had a high enough grade in history to know that he fought off really serious threats: Shuma-Gorath, the Dread Dormammu, the Beyonders...if those baddies were constantly trying to buy this universe as prime real-estate, and then turn it into their evil kingdom, then a weakened Sorcerer Supreme would definitely be no obstacle to them.

Maybe he should join. After all, there were other candidates, including Cindy. If he had to duel them, and they were anywhere near as formidable as Cindy, they'd have no problem beating him and gaining the title. As long as _he_ didn't become the Sorcerer Supreme, he was fine.

He'd made his decision. After school that day, Gwen and Harry had offered to take him out to the movies since he didn't seem like he'd been doing very well. Peter had rejected them, telling them he had some business to take care of. This worried them of course, which made Peter feel very bad, but he had to accept it. What he was getting into was something they couldn't know about.

He went with Cindy to the Monastery again, walking more confidently this time to his father's office. He was in the middle of a meeting with other guys dressed in robes when they got there, but he stopped completely when Peter and Cindy came in.

"I'll do it." Peter said. "Teach me."

The next month was what can only be accurately described as Hell. The monks had placed an enchantment on his body for a temporary amount of time, which will accelerate his metabolic rate and allow him to grow muscle at a quicker rate than a normal person. This, however, didn't make the training process any easier.

"Come on, up, up! I know you can do it!" His father yelled at him as he tried to lift a weight that was about two times his own weight. It seemed that their method for now was breaking and exhausting him, making him reach the very limits of what his body is capable of, then pushing him forward. For days, he'd push himself to the very limit, until his body felt like he was going to break, until his limbs could barely support his weight.

"More, son!" Ben chided.

Every day, it got more and more easy. One day, he was lifting one hundred pounds with ease, then a hundred and fifty. This went so on and so forth until he was lifting an entire seven hundred pounds with relative ease. His limbs were hot with pain, of course, and he could barely lift a fork to eat for a week after that, but he did it.

"Good, son." His father said after he finally made it to 700. "But you have to do more."

" _More?_ " Peter demanded.

His father nodded. "A Sorcerer Supreme is supposed to be at peak physical condition, an athlete beyond that which the world has seen."

It seemed to explain why Cindy was having no trouble lifting six thousand pounds. At first, he thought it was some sort of spell. Then he realized that she was some sort of amazon, much stronger than most guys _at school_. After Peter reached that milestone of 700 pounds, he kept lifting, breaking his body more and more, tearing muscle until it grew bigger and bigger. He did sit ups until his stomach felt like mush, trained and honed his reflexes, and was taught by the greatest acrobats in the monastery until he could climb parkour in Brazil without falling. 

* * *

"Woah, Peter, have...you been working out?" Gwen asked one day, when it was finally hot enough to wear short-sleeved shirts.

Peter had gone through something of a growth spurt due to his accelerated muscle development. While he didn't grow taller necessarily, he grew wider. His body became more lean with compact muscle, the sleeves of his shirt being stretched to their limit, to the point where he had to buy new shirts. His body was a lot firmer and harder, his build getting more and more athletic by the week.

"Um...yeah, well, y'know…" Peter said, his cheeks red. "Looks like self-help books really work!"

Gwen giggled, which caused Peter to laugh nervously. Was it possible that she was becoming...attracted to him? Peter was no beefcake, he was nowhere near the fortress-build of Flash Thompson. He didn't look like a monster. Instead, his scrawny build had turned into a more slim and athletic build, like a runner or a swimmer. This was stringe, since Peter knew by all intents and purposes he _should_ be as big as Flash.

"Ready?" Cindy asked. "Go!"

Cindy and Peter were in Florence, a portal having been opened there by Cindy. They ran across the streets, scaling buildings as quickly as they possibly could. Once they were on rooftops, they jumped across, sliding on the ones that sloped downward and landing in a roll. At the start of training, Peter could barely climb up a building without tiring himself out. Now, with the techniques that Cindy had taught him, some buildings he was able to scale in nine seconds.

"Good!" Cindy said as he jumped over to another building, flipping in mid air as he did so. "Keep going!"

They stopped running as soon as they got to a higher building, one they wouldn't be able to jump onto the roof of due to it being so high. Cindy grinned at Peter, which was the first time he'd seen her make _any_ expression despite her usual blank, aloof one.

"You're shaping up to be a worthy opponent, Parker." Cindy said. "Looks like you're all good when it comes to physical condition...which means combat training starts tomorrow."

"Combat training?!" Peter asked, chugging down his bottle of water. "Cindy, I can barely stand."

She waved her hand. "You get used to it. Besides, we have to do the duel in a month. We've got to compress a _lot_ into four weeks for you...luckily, the Ancient One says you're a fast learner."

He sighed, a little worried. At first, he didn't really want to become the Sorcerer Supreme, being perfectly content with losing. But now that he trained his butt off, wounded and broke himself, he felt like he deserved the title. Cindy had to feel the same way, but there was surprisingly no resentment from her. If anything, they'd built a camaraderie, becoming a lot closer as a result of the hell they're going through. It was coming to the point where they'd both been under suspicion of dating.

Rumors were all they were. But Peter couldn't deny that she looked good in her yoga pants and sports bra, toned stomach glistening in the sun…

 _Ye Gods, get a hold of yourself, Peter. That's the competition._ He thought.

"Let's head back." Cindy said. Peter nodded and she opened up a portal, heading back to the Monastery. 

* * *

"Magic is movement." Master Edward Brock explained to the rest of the class as he did wide gestures with his arms, a magical circle forming as he moved his hands. "With our souls, we have access to infinite energy. But we have to channel it, focus it. Normal people have to use wands or staves to focus their power, or runes to make a certain effect. And although magic is within us all, that is not True Magic. No, true magic is…"

The Master suddenly stopped his gesture, bringing his fists together. His magic circle formed in full, shrinking and becoming a web construct, much like Cindy's. The webbing solidified, transforming into what seemed to be a whip made out of purple silk.

"This is true magic." He finished explaining. "Your hands. Your legs. The positioning of your feet. The breath in your lungs, and the beating of your heart. In combat, you must employ magic with your entire being...or you will die. Outsider, come here."

Peter didn't know what Brock's deal was, maybe it's because he was also a candidate to become Sorcerer Supreme, but he seemed to have it out for him. The guy was older than Peter, twice his size, so he didn't know why he would see him as a threat. However, Brock was a Master, and he couldn't disobey his wishes. Peter reluctantly went to the front of the classroom, bowing to Master Brock.

"Alright, outsider." Master Brock said. "Conjure your weapon. We're going to spar."

Peter's feet were getting colder and colder. He was taught the basics of several martial arts such as Capoeira, Kung Fu, and Judo a week before it, and had employed a minor spell he'd learned to accelerate his memorization process, but he was nowhere near ready to fight a guy like Master Brock, a dude with a fist the size of Peter's head.

"Alright…" Peter muttered. He did a similar gesture to Eddie, and the one he saw Cindy do the day she fought that sorcerer. His webbing construct condensed, turning into a pole that was just slightly taller than him. He grabbed both ends of it, sliding his feet back to get into a basic combat stance.

"A pole-arm, huh?" Master Brock smirked. "Remember, class, your construct is only as strong as your will."

With that, he lashed his whip at Peter. Peter scrambled to block it with his staff, which he did successfully, but Peter could feel a powerful energy course through the whip: Master Brock's will. In a bright flash of light, his staff shattered to pieces. Peter fell back, and Master Brock launched himself into the air.

"And your will," He said, his tone scathing, "is weak."

Peter had to think quickly. He rolled out of the way, making Master Brock land on the ground, the floor beneath him cracking. He lashed at Peter again, but Peter quickly created a shield, which shattered on contact with the whip.

"Clever, outsider!" Master Brock said. "But not enough!"

He kept lashing at Peter, and Peter only managed to narrowly dodge, the only reason being that he was trained to dodge wand bolts. Peter kept dodging, until he finally got an idea. Forming another magical circle while Edward was reeling back, he wrapped the energy around his own hand and waited. Master Brock lashed at him again, but this time, Peter managed to grab the whip. He grunted as he tried his best to ignore the heat of Master Brock's willpower. Brock pulled Peter back with one hand, but Peter was ready. Using the momentum, he punched Brock in the face with the hand engulfed in energy, completely knocking down. Peter tumbled down behind him.

The class began clapping.

For a moment, Brock looked furious...then he regained his composure, smiling.

"Not bad for an outsider...not bad at all." Master Brock said. "Alright, class dismissed."

After everyone left, Peter was stopped at the door by Master Brock's voice, "Peter?"

He turned to look at him.

"Look, I don't mean to make it seem like there's any bad blood between us." Master Brock said. "I guess...I got a little irritated that an outsider is catching up to the rest of us candidates so quickly, that's all."

"It's okay." Peter said. "I totally understand. Thanks, Master Brock."

The Master grinned. "None a' that. Outside of here, I'm not a master, I'm a reporter. Just call me Eddie."

Peter smiled. "Right. Eddie. Thanks, man." 

* * *

"Start." The Ancient One said.

Peter was to take down three other sorcerers, each having formed their weapon as soon as Ben gave the command. Peter formed his staff, going on the defensive. One of them charged at him, but Peter reacted quickly, dodging at the side and bringing his staff under his feet, making him flip onto his back. Shortly after that, one thrust at him with his own staff, but Peter quickly blocked and spun, bringing his staff back to bash at him, sending him flying.

"Show me your skill with the Way of the Spider, son." The Ancient One ordered.

One of the sorcerers charged, but Peter used his precognition. He saw an afterimage (before-image?) of the sorcerer swinging his staff like a bat, bringing it to the side of his skull. Peter ducked at the last minute, flipping backwards and making a gesture with his hand. A magical circle appeared above his wrist, webbing shooting out and sticking him to the floor. Peter then webbed the ceiling, using it to swing and kick the sorcerer across the room.

All three of them were down. Peter was victorious.

"Do you think he's ready for the Duel?" The man beside Ben, Mr. Moon asked.

"Yes." Ben said. "I believe he is. We will commence the duel tomorrow at nightfall. Tomorrow, we will induct the next Sorcerer Supreme." 

* * *

**AN:** Training montage! I cover a lot of time in this chapter. It starts about at the beginning of spring and ends mid-spring. Sorry if it's a little rushed, I'm trying to get through the more boring parts of origin stories pretty quickly so that I can get into the meat and potatoes of the story. Any feedback is appreciated! Am I going too fast, too slow? Is it boring or interesting so far?


	4. A Duel through Time and Space

"Hey guys, spring break is tomorrow." Harry said as he, Gwen, and Peter walked to the lightning rail station. "What are your plans? Dad's taking me to Paris. He's got some sort of business meeting there but...should be fun."

Peter often forgot that Harry came from a rich family. He was so humble. His father, Norman Osborne, pretty much owns all of the city - or at the very least, the parts of the city not owned by Lord Stark. He owned ethereum refining plants, ethereum being the fuel that allows people to harness elemental energy, which powers all runes.

"Guess that rules out hanging with you, then." Peter said. "I've got no plans. What about you, Gwen?"

"I'm going to be a little busy at the beginning of the weekend. Michael and I are working on a project that we'll be pitching to Lord Stark this summer." She said.

Peter raised an eyebrow. "You and Michael Morbius?"

"You and Cindy Moon?" Gwen countered.

"It isn't like that." Peter said quickly. "And hey, no need to get defensive. I'm just surprised is all. Morbius doesn't seem like the type."

Gwen shrugged. "He's actually pretty gifted at Arcane Geometry. He's crafting the Sacred Polyhedron that I need to close the circuit."

Peter's heart sank just a little. Was he jealous? Maybe a little. But what's more, he knew that this was normally something they'd work on together. Was Peter becoming out of touch with his friends? He knew he'd been wrapped up with Sorcerer Supreme training lately, but he didn't think about how his friends would feel, how Gwen would feel. Harry seemed the same as always, but Gwen seemed to be undergoing a shift in thinking. Maybe she was starting to see Peter differently.

 _Nah, it's nothing like that._ Peter thought.

"Well, this is where I get on." Gwen said as the Lightning Rail heading south towards Queens approached. "See you guys around."

She boarded and the rail jetted through the tunnel. Peter glanced at Harry.

"Hey, don't look at me." Harry said.

"What's her deal?" Peter asked.

"Well uh...Pete, you've kinda been a deadbeat friend lately."

"What? What do you mean?"

"Peter...you start hanging out with Cindy Moon every day after school, don't even return our messages, and sure you sit with us and talk to us at school but...that's it. Not to mention you get ripped, girls are looking at you now...hell, you don't even wear glasses anymore."

That one had nothing to do with the training. May had finally gotten Peter the eye treatment she'd been promising to get him. She said he looks better without glasses. Gwen thought so…

"I get your point but…I'm busy, you know?" Peter said.

"Yeah, but busy with _what?_ I mean, you said that you and Cindy are working on a project, but that's been for months, dude. Since the beginning of spring. And now you guys are joking with each other, actually talking to each other, she _smiles_ around you…"

 _Ye Gods...I'm a bad friend._ Peter realized. This entire time he'd kept them out of the loop. His intentions were good. He explained as little as possible to them so that he wouldn't be forced to lie to them. Like with his mom, he tried to be as open with them as possible. But now he realized that keeping secrets was as bad as lying.

Who was he becoming? Yes, he was a contender to become a protector of the universe. And that was...unimaginably big, and mind-numbingly important. Despite that, though, he didn't want to lose sight of what was important. His friends, his family. May, Harry, Gwen. Sure, he was on the brink of becoming a superhero, and yes he had magic powers now, but he had to make sure he didn't lose sight with who he was.

"Hey...I'm sorry." Peter said, defeated.

"Don't apologize to me, dude. I know you well enough to know you mean no harm." Harry said coolly. His train was coming down the tunnel now. "Apologize to Gwen. She's been talking about it a lot. Guess she couldn't muster up the nerve to confront you about it."

Peter was speechless as Harry entered the Lightning Rail, his train sliding off at hypersonic speeds.

He didn't want to admit it, but Harry was right. He'd been neglecting them. But whenever something had been made wrong, it had to be made right. Tonight was the Duel Arcane, and tonight would be the night that the new Sorcerer Supreme would be decided. After this night, he won't have to train as hard, whether he wins or loses. He'll have to take more time to spend with his friends. 

* * *

"Tonight, the Gods will decide the fate of these four." The Ancient One said that nice, standing from his chair in the training hall of the monastery. "Master Cindy Moon, Master Peter Parker, Master Edward Brock, Master Robert Davidson. When the clock strikes twelve, one of you will be the victor, the Sorcerer Supreme."

Peter, Cindy, Eddie, and Robert stood in four corners, facing each other at the center of a magic circle. Each conjured their weapons: Eddie, his whip; Cindy, her nunchucks; Peter, his bowstaff; and Robert, his sword. The Ancient One rose his hands, a third eye of light opening upon his forehead. Purple symbols rose from the ground, blinking in and out of existence.

"Vishanti, Octessence, and Arachnocracy, no lesser," Ben began his incantations. "Begin the Duel Arcane, and decide the victor!"

Peter was expecting a lot of things. He was expecting his dad to fold matter, to expand the training hall into an arena. He was expecting to be charged at, and have to defend himself against three trained sorcerers at once. Yes, Peter was expecting many things. What he _wasn't_ expecting, however, was to suddenly be falling through a bottomless, starry sky, the multicolored environment changing colors to the point where it was almost nauseating.

The other three were falling with him, and once they got their bearings, they knew that it was time to fight. Eddie shot a web at Cindy, zipping towards her and immediately attacking. Master Robert gave Peter a death glare, and Peter knew it was immediately time to go on the defensive. Robert shot a web at him, but Peter caught it, pulling him towards him. Robert used the momentum to throw a punch, but Peter managed to duck out of the way, wrapping his legs around his arm in an attempt to arm-bar him. He was interrupted by a web coming at him at the speed of a bullet, and while webs weren't really "hard" unless the spellcaster wanted them to be, _anything_ coming at the speed of a bullet was bad news.

Luckily, Peter foresaw it coming. He constructed a magic circle that acted as an energy shield, which was sufficient distraction for Robert to punch Peter off of his arm. Peter fell back, and before Robert could do a follow up attack, he grunted as Eddie's large mass came at him at full speed. They swerved to the left and Peter looked to Cindy. He straightened his body, intending to ram her with his energy shield. Just before he collided with her, the environment changed again.

What was a vast, multi-colored sky transformed into a massive desert. Peter and Cindy were now tumbling over each other, down a dune that was the size of a large hill. Any attempt by either of them to stop their momentum or web each other was proving to be futile, as the dune would merely break apart whenever they tried to grab onto something. Cindy kicked Peter off of her, sending him flying further down the dune. She flexed her body, gaining control of her momentum until she was sliding down the dune.

Peter had to think quickly. Although he'd figured out he became more durable than the average human being, falling down from a dune the size of your average New York skyscraper wasn't going to be good for his bones. Peter flexed his body like Cindy had, gaining control of his momentum as well and sliding down to the end. He heard the sound of webs being shot, and his precognition reflexively kicked in. His body acted before his mind did, throwing itself to the side as Cindy's webs hit empty space.

Peter shot a web at Cindy, pulling her down. When she came down, she attempted to grapple him, but the environment changed again. They were launched off the dune, being sent flying in an alien-looking forest with a purple sky and five moons. Peter grunted as his back hit a tree, making it crack. Cindy pressed her fingers against the tree, sticking to it and holding Peter against it, punching him over and over again.

"Just-" - Cindy threw a punch - "-give up!"

Peter dodged one of her punches, and he heard the tree crack beneath Cindy's fist. He stuck to the tree as well, sliding down and grabbing Cindy's ankle, throwing her down to the ground. She grunted when she hit the ground, and he jumped down to drop on her, but was caught in midair, speared by Eddie.

"Hey there, outsider!" Eddie said with a murderous smirk. He and Peter were knocked back to a tree branch, making it almost break off of the tree. Eddie was about to throw a punch that would undoubtedly shatter Peter's skull, but his fist was webbed. He looked back and saw Cindy holding the other end, yanking him off of the branch. Unfortunately, because of his grip on Peter, Peter went down with him.

Eddie dropped down onto Cindy, sending her falling back like a falling tower. Peter landed safely in a roll, and was going to seize the opportunity to web Cindy and Eddie together, but his precognition kicked in. He narrowly dodged a wide slash from Robert, followed by a bolt of energy. Peter stepped back, blocking the slashes of Master Robert's sword with his staff, until he was back-to-back with Cindy, who had her hands full with Eddie.

"Temporary truce?" He asked.

"Truce." Cindy said.

Peter leapt into the air, flipping over her. Cindy moved under him, throwing a sweeping kick at Robert's feet. Peter spun his staff in the air, bringing it down on Eddie. Eddy dodged narrowly and threw a punch, throwing his weight in with it. Peter webbed beneath him, sliding under his legs and backflip kicked Eddie in the back, sending him stumbling forward and launching himself into the air. He then webbed the ground at either side of him, using it to sling himself downward and stomp on his back.

Eddie grunted as he was floored, but Peter knew this was temporary. He sprinted towards Robert, who had his hands full with Cindy. Launching himself with his staff, he dragon kicked Master Robert in the shoulder, though it was blocked with an energy shield. Master Robert was now fighting sword-and-board style, bashing Peter back with his shield. Cindy followed up with Peter's attack, throwing a flying punch at Robert's face. That managed to knock him back, but he landed in a backwards roll, webbing Cindy with so much force that she went flying back before she could attack again. Peter had just gotten up, but Cindy collided with him, and suddenly they were uncomfortably close, webbed to a tree.

"Um. Hi." Peter said, his face red.

"Now I've got you." Robert said as he stepped forward, ready to impale them both. Suddenly, Peter heard a furious roar. A few feet back, he saw Eddie, who had the tree they were stuck to webbed. He seemed to be pulling it down.

"No, no!" Peter screamed, forming a portal behind them and slipping through. Cindy and Peter fell back, re-appearing away from the trunk, but still in the path of the tree. Before Robert, Peter, or Cindy could react, the tree came down. Peter closed his eyes, throwing his hands up.

"Strength training, don't fail me now." He muttered.

Holding a tree that was about the weight of a school bus was hard. Back-breakingly, muscle-tearingly, bone-breakingly hard. Luckily, it bought the three just enough t5ime not to die. Peter dropped the tree, his muscles aching as they all moved out of the way.

"You crazy?!" Cindy yelled at Eddie. "You could have killed us!"

"The Sorcerer Supreme needs to be prepared and unafraid of death." Eddie said. "Besides, I _didn't_ kill you."

Peter was furious. Even though his muscles ached, and he felt like he was going to hyperventilate, he webbed Eddie when the opportunity presented itself, launching himself towards him. He could see Eddie's precognition kick in, the blank stare and then the sudden reaction, but Peter was coming at him too quick. He'd have to have well above superhuman reflexes to respond now. Peter used himself as a cannonball, slamming into Eddie and sending them both tumbling backwards. Eddie grunted, attempting to move his legs to regain his footing, but Peter quickly arrested them by wrapping one leg around both.

Eddie threw a punch at Peter, which he caught. He pulled him forward, wrapping his arms around Eddie's neck. He tried to get them into a choke hold...but suddenly, the environment changed again.

They were each in a dark room now, inside of dirty metal cages that hung from an unseen ceiling. Below was a pit of blackness. Peter didn't want to find out what was at the end.

"How the hell are we supposed to fight now?" Robert demanded. "We're in cages!"

"This is a test." Cindy said calmly, sitting down and crossing her legs in a meditative position. "It's obvious, isn't it?"

Astral projection.

Peter quickly got into the same position, as did the other two masters. He closed his eyes and focused his will, envisioning in his mind's eye his mind separating from his body. He could suddenly see as if his eyes were opening, his perspective lifting. He could see his body below him, serene and calm as if meditating.

Eddie zipped right for Peter.

Unfortunately, there was no precognition in the Astral Plane. Peter didn't foresee it coming. He bodied the blow, sending them both flying as if they were both in zero gravity. Peter attempted to stop the momentum, using the subjective physics of the astral plane to slow them down. It worked only a little, and they were stopped right before they could hit the wall.

"It's over, outsider!" Eddie growled. He still had a good hold on Peter, which unfortunately made Peter unable to defend himself. He could feel Eddie's bulky arms wrapped in a vice grip around his neck. Peter felt like he was going to black out, his astral form slowly fading. He had to find a way out of this, and quickly. He elbowed Eddie in the thigh repeatedly, which made his grip loosen ever so suddenly. When it was loose enough, Peter pried one of his arms away, then tossed him in the direction of his cage.

His astral form was forced right back into his body, but Peter wasn't done. Peter flew towards Eddie's physical form, punching his astral form right back out of his body. Eddie went flying. Peter was going to do a follow up attack, but Robert quickly got him in a bind. He looked back and saw Cindy floating in midair, unconscious.

"Get him!" Robert told Eddie.

Eddie was about to fly and punch Peter, but the environment changed again. Now they were in New York City during daytime...which is strange, because it should be 8 PM in the city. Peter was forced back into his physical form, as were Robert and Eddie. Cindy didn't seem to come with them. They landed hard on top of a large building. Everything seemed...normal, which was strange given the alien environments they'd been in before. That is, until Peter noticed that the entire street, starting at the left side, was rolling in on itself, slowly making its way towards them.

"Not good…" Robert muttered. Eddie lunged towards him, but Peter wasn't going to let Eddie win this one. Not by a long shot. While he was in the air, Peter webbed him and yanked him to the ground, causing him to whiplash and slam onto the roof of the building. He leapt in the air and flipped, webbing the sides of him and slamming down onto him, breaking through the roof and into the floor below. The building was completely empty, as if they were in a ghost town.

Robert came down through the hole he created and did a follow up attack, flipping in mid air and bringing his heel down on Eddie's chest. Peter heard a brutal _crack_ as the full force of Master Robert's heel-kick came down on Eddie, making him cough up spit and blood. Peter rolled back and webbed Eddie's arm to the ground, making him unable to lift one of his hands. He still tried to get up, but Peter slung himself with a web towards Eddie, kneeing him in the jaw. That was enough to knock him out cold. For good measure, Peter webbed him to the ground. Instead of staying there, however, his body disappeared.

Peter looked to Master Robert, who looked back at them. They knew they were the last two left. Whoever won this fight was Sorcerer Supreme. Peter's muscles ached, and his breathing was getting a little short. He might have broken or fractured something while he was carrying the tree, or when he collided with the dune after gathering momentum free falling, but he had to carry on, broken bones or not.

"Looks like we're the final two." Master Robert said.

"Yeah...who would've thought?" Peter asked. "Hey...I've never seen you around anyway. It's like you didn't exist until now."

Robert shrugged.

They both conjured their weapons: Robert, his sword and Peter, his staff. There was a short period of silence as they charged at each other. Robert thrust his sword forward in an attempt to stab Peter's center, but he dodged to the side, bringing his staff to Robert's side. Robert blocked and threw a front kick at Peter's face, which Peter only managed to barely dodge. Peter thrust the end of his staff at Robert's face and he parried, getting within Peter's reach which eliminated the distance advantage inherent in using a pole arm. Peter tried to defend himself, but his arms were too far away from his center. He was stabbed in the stomach.

Before Robert could make a follow up attack, they were both suddenly flipped upside down. When they collided with the roof, they crashed through, suddenly sent free falling through the partially folded city. Peter quickly webbed the roof they were falling from, grunting as it strained his shoulder. Ignoring the pain that shot through his body, he grabbed Robert to keep him from falling - Eddie might have been prepared to be a killer, but he wasn't - and swung with the momentum, slamming into the side of the building that was currently upside down.

Now Robert and Peter were sticking to the wall, their hands and feet stuck to the building. Robert shot a web at Peter to launch himself forward, but Peter dodged. While Robert flew forward, he grabbed him around the waist, sending him flying with Robert. They flew near the base of the building, but then the environment changed again. They collided with a stream of what looks like purple energy, with floating faces that appeared to be part of the environment looking down at them with many eyes.

A beam of blackness shot towards them both, but Peter managed to dodge. He webbed Robert, yanking him out of the way of the beam as well. As they both went flying to the side, Peter opened a portal, sending them back to the monastery. They landed in the training room, and Peter was on top of Robert. They were both exhausted clearly, put Peter pushed through, punching Robert in the face until he didn't move anymore.

When he didn't, his body disappeared as well, appearing beside Cindy and Eddie, who were both completely fine now. Robert's wounds disappeared as well, once he appeared beside them. Cindy seemed disappointed, and Eddie looked downright furious. Robert looked disoriented, but after he got over that, he looked disappointed as well. Peter realized he was the last man standing.

Peter was the new Sorcerer Supreme.

"And the Gods have decided." Ben Parker, the Ancient One announced. "The new Sorcerer Supreme...is Peter Benjamin Parker!"

Several monks cheered, and Peter felt like he'd been battered several times by an angry bull. He won, but he didn't feel like a winner.

"This is madness!" Came a booming voice.

Everyone looked in the room, seeing Eddie Brock standing up, furious.

"An _outsider_ wins? Over me?! I have trained for this since I was seven!" He growled. "You're joking!"

"Master Edward-" Peter's dad tried.

"And _you!_ " Eddie glared at Ben. "You let him win! Because you are weak! You must have rigged it in his favor...the Gods will not be pleased!"

Everyone went silent as Eddie had his tantrum. He simply growled to himself and stormed out, pushing past the crowd. Cindy got up to go after him, but Ben held up his hand.

"Let him go." He said. "He has chosen his path. We must be ready." 

* * *

Peter and Ben walked into a tunnel that was beneath the monastery. Rock and dirt turned into polished cobblestone, with torches along the walls to light the way. Fire elementals danced in blue flames inside, making the hall look all the more ethereal. Ben and Peter came to a door with no knob or latch. No, it seemed that a special rune had to be activated to open it.

"So…" Peter said. "Is it true? Did you rig it in my favor?"

Ben shook his head. "Ye Gods, no. However, I did have a feeling you would win."

Peter tilted his head. "You did?"

"Yes." Ben confirmed. "You are my son. Though you may not be my blood, I have raised you as such. Your strengths are similar to mine."

"I see…"

Ben sighed. "I am very sorry I have ejected myself from your life in such a way. And I cannot apologize enough that I had kept this a secret from you and your mother...only to drag you back into it. I am a failure, truly...a failure of a Sorcerer Supreme, a failure of a father…"

Peter went silent for a bit, then he shook his head.

"You're not." He said. "What you went through...it's bigger than us. Bigger than everyone."

"Never let yourself think that the Sorcerer Supreme is bigger than your family. Bigger than your humanity." Peter's dad said. "I had allowed myself think that, and unfortunately you and May paid the price. And always remember, if you remember nothing else, that power begets responsibility. And there is no greater power than this one."

 _Power begets responsibility._ Peter thought.

"Now...come." Ben said. "Your destiny awaits...and the trials that come with it."

They walked into the Sanctum of the Sorcerer Supreme. It was a library, about the size of the Ancient One's office, with various artifacts behind glass cases, books that Peter had read about, and various other magical trinkets that only appeared in legend. At the center, on top of a cobblestone staircase, there was a suit of armor. The armor appeared to be made out of some fine silk, yet so thick and dense as to appear like leather. It was red and black, with red web patterns all over, and the chest had a spider insignia. Next to it was a cloak that appeared to be silk as well, with similar patterns.

"Behold, the Armor of Anansi." Ben said ceremoniously. "The sacred armor to be worn only by the Sorcerer Supreme. He who pledges himself to the Octessence, the Vishanti, and the Arachnocracy, and all other gods, in service of the universe. Peter Parker, please kneel."

Peter knelt at the top of the staircase, his father standing over him. He placed two fingers on his forehead, a magic circle appearing over it.

"Do you, Peter Benjamin Parker, pledge yourself to the service of Eternity, the Living Tribunal, and the One Above All?" Ben asked.

"I do." Peter said.

"Do you swear to use the forces of magick, both good and evil, light and dark, for the protection of this universe?" Ben asked.

"I do." Peter said.

"Then take this power, Sorcerer Supreme." Ben said, closing his eyes. "For you are now Peter Parker, Master of the Mystic Arts."

Peter suddenly felt a _massive_ influx of energy flow into him, power beyond anything he hadn't felt. It was as if raw potential was injected into his body, igniting his every cell. His fatigue was gone, and he suddenly felt stronger, faster. His vision went white for a split second, and when his view returned, his clothes had changed.

He was now clad in the armor of Anansi, a silken cloth weaving itself over his face, as if to obscure his identity.

"This is...amazing." Peter said, standing up. "What now?"

"Now, we train more." Ben said. "You may have been given the _potential_ to master all mystic arts, whereas the average sorcerer can master three, you do not yet _know_ all of the mystic arts."

Peter's shoulders slumped.

"Where does the whole…'saving the universe' thing come in?" He asked.

Ben laughed. "Soon, my boy. Soon. For now, we wait until I am given instructions from the Gods." 

* * *

That night, Peter plopped down on his bed. He was strangely exhausted, but wasn't at the same time. He felt...energized, but he still felt the lingering weariness of an incoming crash. He stood by his window, his armor morphing into normal clothes, his gaze out to the noisy city. Below, people walked by their apartment complex, some conversing, some ready to engage in night life. Above, he could see the starry sky.

 _Looks like I'm responsible for all of this now._ Peter thought.

He took what Ben said to heart. Power begets responsibility...and the stronger you are, the bigger the obligation to help people. That's what being a hero was, using your strength to help the weak. People like King Thor, Paladin, the Iron Knight...all of the Heroes Guild used their powers to help people. And now that he had become the Master of the Mystic Arts...he was going to have to use his powers the same way.

 _And I'd have it no other way._ Peter thought to himself as he finally went to bed. 

* * *

**AN:** Long one, I know, but at least there's a lot of action! Yeah, the duel arcane is a battle through all the multiverse, intended to test the Sorcerer Supreme on various alien environments and situations.

Feedback is always appreciated!


	5. The First Night Out

Now that preparations for being Sorcerer Supreme are over, Peter figured it was time to focus on being a better friend. The next day, now that he was well-rested, he decided he'd attempt to call Gwen. Unfortunately, he didn't realize that she'd be busy with her project with Morbius. When he called, he got a voice message rather quickly. Instead, he attempted to call Harry, but he'd remembered he was heading to Paris. It was probably better for him not to bother him.

"Gwen, Harry...what other friends do I have?" Harry thought out loud.

He had Gwen, who was busy. Harry, who was even busier. He could call Cindy...but then he realized that he'd gotten into this rut because he was spending _too much_ time with Cindy in the first place. He could always try and hit Miles up, his long distance friend from Wakanda...but then he realized they hadn't spoken in forever, mainly because Peter hadn't been on his dreamtime in a while.

"Well...what am I going to do then?" Peter wondered as he stared out to his ceiling.

Maybe he should go out and see the city. Jog, maybe play around with his powers for a bit. He was a sorcerer in Olympic-level physical shape. He'd find a way to amuse himself one way or another. Upon deciding to jog, his clothes (which were previously pajama pants and a tee shirt) morphed into track pants and a tank top. Ever since putting on the Armor of Anansi, Peter never took it off or, correction - he wasn't sure that he _could._ He felt the presence of the armor on a level deeper than simply wearing it. He felt it within his soul.

"That's convenient." Peter said, walking out of his room. Downstairs, May seemed to be getting ready to worked. She always seemed to be doing that, working. If it isn't at the Commissioners office, then it's at the Osbourne Library teaching children how to read. Like Peter's dad, May always had a strong moral compass, and was still a driving force behind what Peter thought to this day. While Ben taught him conviction and right from wrong, May taught him compassion and to consider others.

"Where are you going, muscle man?" May asked quizzically, looking at him behind her cup of coffee. "Going out to jog?"

"Yeah." Peter said. "I'll be back later. Might also stop at Gwen's."

"Sounds good. Call me when you're back, okay?"

"Okay." 

* * *

Peter's neighborhood was nice, but not the nicest. The bustle of the city was very prominent around those parts, oftentimes making it hard to sleep at night. Nevertheless, Peter had gotten used to it, as all New Yorkers ought to. As he jogged through the city, he waved at many familiar faces that he'd seen around, but not quite engaged in conversation with. His jog was interrupted, however, by Felicia Wyatt jogging towards his direction, Peter's heart stopping in his chest almost.

She was beautiful, almost frustratingly so. It was to the point where he almost felt guilty for looking at her - but maybe that was more because Flash would bodyslam anyone who looked in her general direction. Her golden blonde hair was up in a ponytail, and she wore a black sports bra and matching yoga pants, making it obvious to anyone with eyes that she wasn't shy showing off what she had. And she had _a lot._ Peter realized he'd been staring, but it was too late.

"It'll last longer if you take a picture, you know." She said as she approached his direction, slowing down once she was in front of him. Felicia panted as she caught her breath, which did all sorts of interesting things to her breasts. To prevent himself from staring, Peter took a sudden interest in his shoes.

"Well, uh, I didn't bring a camera with me, so…" Peter trailed off, trying to play it off. "I was just surprised to see you. Aren't girls like you supposed to be in the Upper East Side? Sitting on a throne carried by peasants instead of actually jogging?"

Felicia grinned but feigned offense. "Ye Gods! Is that what you think of me?"

Peter couldn't help but grin also. "C'mon, now. The bag you're usually carrying around is more expensive than my mom's aircar."

She giggled. "Probably. Maybe two of them."

"But seriously, why are you down here?"

"To jog. It's a free country, Peter."

"Okay- but listen- that isn't what I meant. You're in the…"

"Poor neighborhood?" Felicia asked. "I may not seem like it, but I'm not _that_ shallow. I enjoy my luxuries, spa dates, and shopping, but it's nice to come to more grounded parts of the city, you know?"

Peter was beginning to see Felicia in a new light. It turns out that Felicia Wyatt was more self-aware than she seemed. Suddenly she was beginning to not seem like this unattainable goddess on a pedestal. Now she was seemingly someone that Peter could actually talk to. Well, he could talk to her when her boyfriend wasn't around, at least.

"Yeah. I understand. Still, people would be happy to mug you or something. Don't you think a jogging partner would be wise?"

Felicia made a _pfft_ sound. "Please. A big, strong man to help me? I've been taking karate since I was seven. Plus, I've got this."

She reached into the pocket on her leg, taking out a small wand. Glowing runes lit up on the sides, yet not too brightly, showing that it was lower powered. Wands like that were mostly for self-defense, without the intent of killing anyone. They'd do good enough if you needed to escape, or knock someone out.

"Impressive." Peter said. "Alright, I guess you'll be fine."

"Thank you for your concern, o' kind one." Felicia smiled and tilted her head. "You know...you're not tripping over your words as much as you used to when talking to me or...well, anyone with a vagina. You've changed."

"Yeah?" Peter asked. "I'm doing this different thing with my hair-"

"Not that, you dork." She laughed. "No...I can't put my finger on it. You seem more...confident. Competent? It's hard to say."

Peter didn't realize he changed that much. Inside, he felt the same. Same old Puny Parker, the one Flash would beat on constantly, the one that would be pulled around by Cindy. Now that he thought about it, however, he realized he had changed. Just last night, he was able to fight toe-to-toe with Cindy, not to mention two other trained sorcerers. They had a battle throughout the multiverse, fighting through the strangest of environments. He felt like he had more energy than he had in a while, he ate healthier, and sometimes he'd notice that people behaved differently towards him. It was less like he was a pest or a weirdo, and more like he was actually a person. People would notice him.

"What can I say?" Peter said. "I'm working out now."

"I can tell." Felicia's gaze went downward and upward, which flustered Peter and made him feel self-conscious. He may have changed physically, but he still didn't quite know how to react to female attention.

"Well," She continued. "In celebration of your new change...I'm throwing a party tomorrow night. Everyone that is anyone will be there. You should come."

"M-Me?" Peter stammered. "Wait, why?"

"Because," She began, rolling her eyes. "You may be attractive now, but you've still got a horrible reputation. My dad would call that a PR nightmare. When you have a PR nightmare, you have to prove you're a different person from who you want to be!"

"I don't fully understand."

"You don't have to, Pete. Just come to the party, enjoy yourself. Bring Gwen and Harry too, if you want."

"Why do you care about my image?"

As Felicia walked away, she looked back and shrugged, then kept walking.

"One good deed a day, right? That's what the Church says."

With that, they parted ways. 

* * *

Peter had spent more time walking than he thought. It was to the point where the sun was going down and he no longer knew where he was. The street was unfamiliar, but Peter still felt fine. If anything, this was a good time to do some parkour, climb buildings and then jump off of them. He walked into a nearby alleyway, looking for a way to get on top of one of the buildings.

He ran up the wall, grabbing onto the fire escape ladder. He climbed up, then jumped off of the railing, grabbing the railing of the fire escape on the other side. He then launched himself again to the wall, sticking onto it with his hands and feet. Looking down, he noticed he was about fifty feet in the air now. It didn't make sense to get down now. He crawled up the wall until he was at the top of the building, then looked around.

The entire neighborhood was visible to him from where he stood. There were still quite a few buildings that were higher though, obscuring his view of the greater manhattan area.

 _Okay, Pete, think._ Peter thought to himself. _What you're doing is sorcery. You don't want to go experimenting with your powers without at least obscuring your identity._

Peter was beginning to think the suit was reading his mind, because it did just that. The Armor of Anansi morphed into its original form: an armor that was made of a thick, hardened silk. It fit him like a glove, wrapping around his arms, legs, and chest as if it were made for him. His cloak formed around him as well, reaching down to his knees. The final touch was a silk cloth that wrapped itself around the lower half of his face, leaving only his eyes exposed.

 _Thanks. That's exactly what I needed._ Peter thought.

He looked around the city and noticed that climbing from building to building was a very tenuous idea. The buildings were high, so high that crawling up them was only asking for sore arms and legs. The street across was wide, too wide to jump. How would he end up getting any higher than he was now?

Then he got an idea.

Holding up his hand, he made the hand-sign for conjuring a web construct. It was a fairly simple one: his thumb out, his middle two fingers down, his pointer finger up and his pinky up. When his fingers were pointed upwards, it would form a magical circle in front of his hand that would spray webbing all over what he wanted. If he pointed his fingers towards something specific, the circle would instead appear above his wrist, and create a web line that would attach to something.

He pointed it towards the building across the street, visualizing the web in his mind's eye as he did in the monastery. A long line of web shot out, zipping through the sky and attaching to a corner of the building. Peter grabbed the end of it, pulling just to test how sturdy it was. He remembered that his webs would only be as strong as his willpower was. If he wanted it to be hard, he had to will it so. If he wanted it to be more liquid and sticky, he had to will it. If he didn't will it well enough, the web would just turn into vapor.

"Well, let's hope my willpower is strong enough to support my body weight an extended amount of time." Peter said, thinking out loud.

He hopped off of the edge, gathering momentum as he swung. Butterflies seemed to now populate his stomach as he swung, adrenaline pumping through his veins. He couldn't help the wide smile on his face as he swung over the foot traffic below. His speed slowed a bit as he went upwards, _woosh_ ing past the building his web clung to. Peter let go, launching himself into the air with all of the momentum he built. Thinking quickly, he shot another web, the end sticking to an aircar, and swung off of time he moved his legs, swinging them forward as he reached the bottom of his arc, increasing his momentum by throwing his body weight forward, and launching himself even higher when he got rid of the web.

This was amazing. Why wasn't everyone in the Order of the Spider doing this?

Peter kept swinging until he was at the top of a higher building, overlooking the city below. He was so high that it was a little windy, but luckily the suit seemed to protect him from colder temperatures. The billowing of Peter's cloak made him realize how cumbersome the thing would be in a fight. Responding to his thoughts again, the cape shortened itself, all but vanishing, yet keeping the hooded part. This gave Peter a sleeker look, and was probably better if he actually needed to fight anyone.

He watched as the sun set over the horizon, enjoying the view of the city. Once the sun was down and the stars were out, however, he realized that he had nothing to do. So he decided to attempt calling Gwen…

" _Hi! This is Gwen, sorry, I can't get to the phone right now. Please leave a message after the beep!"_

Then he tried calling her again…

 _"Hi! This is Gwen, sorry, I can't get to the phone right now. Please leave a message after the beep!"_

And...again.

" _Hi! This is Gwen-"_

The point is, Peter attempted calling Gwen quite a few times. He couldn't tell if she was still busy, or she was ignoring him. Peter understood he wasn't necessarily being a good friend, but maybe ignoring him was a little much. But then again, maybe he was being a little self-centered. She'd gotten an internship to Stark Industries, one of the most elite companies in the world other than Oscorp, Pym Industries, and Rand Enterprises. Peter would do anything to be in her position, having had looked up to Lord Stark ever since he saved him and May from that lightning rail accident.

"Hey, uh...it's Peter." He said, finally leaving a voicemail. "Look, we need to talk. And hang. I know I've not been around lately...okay, this is kinda something I want to talk about in person. So just..call me back when you're able, okay?"

Then Peter ended the message.

He proceeded to wait for her to call back. It may have been pathetic, he really wanted to make it right. He waited for maybe thirty minutes before he gave up and resorted to meditating. He sat at the edge of the building and closed his eyes, allowing his mind's eye to wander. In his mind's eye he saw...amazing things. He could see the ley lines of energy that ran through the Earth, and the many dimensions that overlapped his own, representing themselves as multicolored auroras floating through the air. Peter could begin to feel higher aspects of reality, but before he could explore, he heard a sound in his ear.

"- _ayday, ma-...we are….behind….armed with…"_

Was he...hearing the Police Communication Network? That was amazing! They were messages transmitted to minds at the speed of thought, allowing all officers to communicate across the city in case they needed assistance. Peter focused on the sound, honing his mystical senses to it, focusing it until it became clearer and clearer. After a minute of focusing, he was tuned into the communication network, and could hear the message being relayed.

" _Mayday, mayday! We are stuck behind our vehicles, and a gang of robbers had entered Kingsman Central Bank, armed with military-grade magical weaponry!"_

That definitely didn't sound good.

 _"We reached out for the Heroes Guild, but response time is estimated to be thirty minutes due to the cult! Please! The leader seems to be in possession of an A-Class magical weapon!"_

That _really_ wasn't good.

What did Peter do? Did he go in, help the officers? No, he couldn't. He was no member of the Heroe's Guild. He wasn't even registered. Last night was his only real fight, and they - bar Eddie - weren't even trying to kill him! These thugs, these robbers, they'd be trying to kill Peter. And Peter was trained, but training was different from experience. They were pushing the experienced officers back, who's to say Peter stood any chance? Besides, when the officers saw an unregistered sorcerer who also practices sorcery, Peter would be behind bars for the rest of his natural life. He couldn't do it.

 _Power begets responsibility._ Ben had said.

He was right. Power begets responsibility. And Peter had a whole lot of power right now. He was obligated to do the right thing, no matter what, legal or not. If his bones broke, his muscles tore, if he was on the brink of death, Peter was obligated to put his life on the line to help people. It's why he was given his powers, why he'd trained to be Sorcerer Supreme. While these thugs were no cosmic horrors, Peter was supposed to deal with the threat, no matter how small.

"It's decided, then." Peter said, pulling the cloth over his face. "I'm going full vigilante."

He dove off of the building, swinging to where the message was coming from. 

* * *

Peter landed on top of a nearby lamp post when he approached the scene. He saw officers crouched behind their air cars, taking cover against the bolts of magical energy that were being shot at them at rapidfire. They clutched their own wands in their hands, coming up from their cover every once in a while to shoot back. The thugs, who wore ski masks and brownish-yellow armor, were taking cover behind their own cars and shooting. It seemed that the two groups had each other stalemated, with the space between them becoming no man's land.

He jumped off of the lamp post, flipping in mid air before landing gracefully in a roll. He got crouched low so that he didn't get fired at, moving towards one of the officers.

"You the one the Heroes Guild sent?" One of the cops asked when Peter questioned what was going on. "I haven't seen you around. You newly registered?"

"Um…" Peter said. "Sure. Let's go with that. What's going on?"

"These thugs have us trapped behind here. They've got some serious magical weapons behind them, the kind where they can kill us and a lot of innocent people despite having shit training." The cop explained. "The big guy is inside. There are twelve hostages, and the big guy - we're callin' him the Shocker for now - is armed with Storm Gauntlets."

 _Oh. Great._ Peter thought. Storm gauntlets were pretty formidable weapons, golden gloves inscribed with runes that allowed one to pull ambient electrical and kinetic energy out of the air, ejecting it out in a shockwave with intensity depending on the energy absorbed. Peter could get fried fighting the guy.

 _Power, responsibility, remember Pete? Besides, too late to fall back now._ He thought to himself.

"Okay." Peter said. "I'm going in."

"What, are you crazy? You ain't going to survive, kid!" The cop protested.

Ignoring his warnings, however, Peter vaulted over the aircar and charged across no man's land.

In hindsight, it probably wasn't the best idea to charge into open fire, but it was too late to think twice now. As he sprinted to the front of the bank, all of the thugs were focused on him. That part of his five second plan, at least, was working. Quickly, Peter conjured his staff and began spinning it in his hands. He willed the staff to be hard enough to absorb the blast of the wands, and it was. Peter let his precognition and his reflexes do the work for him. With his precognition, he knew exactly where the bolts were going to fly. With his reflexes, he dodged and blocked them with his staff.

He danced through the courtyard, routinely taking cover behind statues to avoid their fire. He'd vault over them and begin dodging and blocking again, continuing until he was right in front of them. He ran up one of the aircars, kicking off of it and flipping in the air, dropping onto one of the thugs. Once the thugs around him were over their initial shock, they pointed their wands at him. Peter webbed one of the thugs' hands before he could summon his will through the wand, yanking him towards him. Peter did a front flip, landing on the thug's shoulders and rolling forward, using his legs to launch the thug towards another thug.

The two thugs collided, out cold from the force. The thug behind him was trying to shoot, but it looked like the runes on his wand needed to recharge. He threw his wand to the ground and unsheathed a sword at his side, charging at Peter. Peter could foresee each of this thug's attacks, even _without_ the aid of his precognition due to how sloppy this guy was. He dodged out of the way of his sword, conjuring his staff and spinning to bring it behind his knees. The thug fell to his knees, and Peter followed up his counter, spin-kicking the guy in the head with his momentum, knocking him out cold.

"Yikes." Peter said. "They must've hired you guys straight out of clown school. Do you do birthday parties?"

They only groaned in pain in response.

It almost...felt good, which was both thrilling and scary at the same time. It felt good to beat on these clearly less skilled guys, thrilling to poke fun at them. He could feel his heart soaring as he advanced into the bank. When he walked through the front door, there was a thug right in front of him, luckily facing away. Peter ran up the wall and kicked off of it, clinging onto the marble wall on the other side. It looked as if they were standing lookout. Ahead, Peter could see a bigger guy in slightly bulkier armor. Like the other thugs, he had on a ski mask, though his was more yellow and gold.

He wore heavily plated armor that made a _clank, clank_ sound every time he moved. On his hands were the storm gauntlets, which glowed with energy. He held a massive bag in his hand, piling gold into it. The gauntlets would be too dangerous and explosive. Peter noticed the tied up and gagged citizens on the ground, and realized that fighting the shocker there would be too dangerous.

Even if it wasn't too dangerous, there were three other thugs in the room. They could just shoot down the hostages while Peter took on the Shocker. Either way, it wouldn't end well for him. He just needed to pick them off then, silently.

Peter shot a web at the one in front of the door, pulling him up before he could say anything. He quickly webbed his mouth, gagging him before he could scream. He stuck him to the wall, hopping to the other side and sticking, shooting webs to make the thug cling to the high end of the arch until he couldn't move. He was conscious, but he wouldn't be able to do anything for a long time.

Peter webbed the ceiling and zipped over to a higher beam in the bank, which was thankfully sturdy enough to support his weight. He waited until the second thug was directly below him, and the other thug and the Shocker were looking away. Peter webbed his feet, flipping him upside down and yanking upwards. As he came up, he continuously spun a web around him until he was wrapped in a cocoon, all nice and snug.

"Shit, where'd Lenny go?!" One of the thugs exclaimed, noticing the absence of his friend that stood at the door.

"What?" The Shocker asked. "Look for him. We ain't alone in here."

Peter watched the other thug grab his wand, slowly walking down a hall. Peter waited for the Shocker to turn away, then he dropped down from the beam, light as a feather. One of the hostages widened their eyes upon looking at him, but he placed a finger over his lips, making a _shh_ gesture.

When the thug walked into the hall, Peter slowly walked in after him, as to not make a sound. When he was close enough, he tapped the thug's arm, making him spin around. Before he could respond or say anything, Peter punched him right in the nose, knocking him down. While he was on the floor, Peter webbed and gagged him, muffling the noise from his mouth.

"Stay right here, 'kay?" Peter said to the thug, jumping onto the ceiling and crawling upside down. He crawled to the wall so that he could get a good eye on the Shocker. That took care of the problem with the other thugs, but he still couldn't figure out where to fight the Shocker that would do minimal harm. He looked at the glass wall behind the Shocker. Ahead, there was a marble staircase, and then a courtyard that was wide enough to qualify as an arena.

 _Perfect._ Peter thought.

Peter crawled until he was directly across from the Shocker, waiting for him to get into position.

"I want all of y'all to stay fuckin' quiet!" He yelled at the hostages. "Not a word from you! Not a peep!"

"One problem, Mr. Shocker sir!" Peter spoke up, making Shocker stand still.

"Who is that?" He demanded.

"Sorry, I'm going to" - he webbed the other wall, swinging downward and kicking his feet forward - " _wreck_ your 'no talking' policy."

His feet collided with the Shocker's chest before he could even respond, the momentum knocking them both through the glass wall, sending them tumbling down the stairs. They both collided with the cobblestone below, and Peter groaned as he suppressed the ache of his muscles. Now wasn't the time to start hurting.

"Who the hell are you?!" The Shocker demanded, getting up a little easier than Peter. He figured the enchanted platemail cushioned the blow a little.

"A guy in a mask." Peter said, deadpan.

The Shocker responded by charging a blast, sending it towards Peter. He dodged out of the way of the energy, but the shockwave sent him flying into a nearby bench, which broke as he collided with it. He groaned, forcing himself up and shaking off the pain.

"Nice gloves, dude! Really big though!" Peter said in a cheerful tone. "And you know what they say about big gloves, right? Big ha-"

Peter somersaulted out of the way of another shockwave, managing this one a lot better. He countered, webbing at the Shocker's feet and yanking them from under him, making him collapse onto his back. Peter vault-jumped over the remains of the bench, coming down on the Shocker. Unfortunately, that wasn't a very smart move, because the shocker simply hit him with the full brunt of his shockwave, sending Peter flying back into the fountain. Peter grunted, the marble fountainhead breaking off when he collided with it. Luckily his armor absorbed enough of the blow to not break his back.

"Dang it, Shocky!" Peter chided. "Don't you know that water shrinks silk?!"

"Don't CALL me that!" The Shocker roared.

"You hate being called Shocky? Weird trigger, but okay."

The Shocker charged, collecting the kinetic energy and from his hands and the ambient electrical energy from the air. Peter got ready for a big one, making a webbing sign with both of his hands and conjuring a spherical shield around him. It constructed itself just in time to block the blow, the shockwave hitting the shield continuously with the energy of a freight car. Peter grunted, feeling his willpower waning. The shield definitely wasn't going to hold long, so he had to think of a way out of this quickly.

Peter opened a portal beneath himself, falling down behind the Shocker. The shield broke apart, and he looked confused to not see Peter there. Meanwhile, as Peter fell, he shot a web to one of his gauntlets, forcing it off. The gauntlet revealed his bare hand as Peter landed on the ground in a crouch, ready to leap out of the way in case of another shockwave.

" _Woah._ " Peter said, feigning surprise. "Your hands aren't big at all! Shocky, you sly dog, are you compensating for something?"

"I TOLD YOU TO STOP CALLIN' ME THAT!" The Shocker roared, throwing another shockwave with his leftover gauntlet. Peter, thanks to his precognition, saw it coming and dodged out of the way cleanly, making the shockwave blow apart a statue. He yanked the gauntlet that he'd taken off of the Shocker towards himself, quickly slipping it on. The runes glowed as its aura synched with Peter's, prepared to follow his will.

"See? Fits my hand much better. I think this means something, Shocky." Peter said.

"STOP MOVIN'!" The Shocker yelled, throwing another shockwave. There wasn't enough power behind this one, but Peter had been charging the gauntlet he took ever since he yanked it off of the Shocker's fist. He'd used the web, transmitting his will through it to activate the runes. By the time Peter had it on, the gauntlet had enough energy to flip a car.

Peter shot his own shockwave in the Shocker's direction. The much bigger one collided with his smaller one, and absorbed it, rushing towards the Shocker at the speed of sound. It completely bodied him, sending him flying into the bushes. Peter zipped forward, webbing the Shocker while he was down.

"See, I think the problem here, Shocky," Peter said, "Is that you don't know how to be a good role model. Improve yourself, man. Take anger management classes, go to AA meetings. When you get your act together, your little hands can probably land you a hand modelling gig!"

The Shocker groaned. "Shut...u-"

Peter webbed his mouth shut.

"You first, my guy." Peter said.

He ran back into the bank, untying and un-gagging each of the hostages. They all spoke at once, crowding around him.

"You saved us!" They said. "You're a hero!"

An older man stepped forward, pulling Peter into a hug. It made him slightly uncomfortable, but he didn't blame him. When your life is in danger, it can be quite the emotional experience to have it saved.

"You saved us, son. We owe you our lives." He said. "What do we call you, kiddo? We're telling everyone all about this."

Peter thought about that. What _do_ they call him? Peter was his real name, and he couldn't go by that as a hero for obvious reasons.

"Call me…" Peter said, partially thinking out loud. "The Mystic Spi-"

"Freeze! Police!"

The cops came in, wands up, in groups. Peter raised his hands as they surrounded him.

"You're not in our database, _Mystic Spy."_

"It's Spid-"

"You don't have a Hero's License." The officer said. "Keep your hands up. We're taking you in."

 _Not good._ Peter thought.

Should he fight them? No, fighting cops wouldn't look good at all. So instead, he took a third option. He webbed the ceiling, launching himself forwards and breaking through the skylight. 

* * *

**AN:** We have Peter's first night out as the Mystic Spider! I always had the interpretation that the anonymity of being Spider-man gave Peter a lot of confidence, and that combined with being scared as all hell when dealing with supervillains led to him having a little diarrhea of the mouth when dealing with bad guys. I tried to put that in practice with this universe's version of Spidey, and I hope I got his wit through correctly. If I didn't, please feel free to let me know. I'm not the best with witty humor.

I also thought I'd add more in about Peter's social life on this chapter (or what is starting to become a social life). It seems Felicia is gaining interest in Peter, and Gwen is upset with him. Wonder what'll happen there :^)

I wanna thank you all for reading! It really means a lot to me. And feedback, whether positive or negative, is always appreciated!


	6. The Party

"Hey, Peter?" Gwen asked over Magic Mirror. "You called?"

Peter was currently ducked behind cover, being pelted with elemental magic from the street magicians that were causing havoc on main street. The sidewalk was frosted over, which would repeatedly melt whenever fire was conjured, only to freeze over again when ice came. Luckily, the magicians weren't even that skilled. It seemed they only had any real talent in frost and flare magic.

"What? Yeah! I did last night." Peter said as he rolled to another car, slowly inching himself behind the magicians. He had to take them down quick before they caused anymore collateral damage.

"Sorry, I was busy - hey, what's all of that noise?" Gwen asked.

Peter resisted the urge to curse to himself. He had to come up with an excuse.

"Superhero movie!" He said quickly. "Watching that new movie about the Heroes Guild. Sorry, it's really loud!"

"Answering magic mirror in the theater?" Gwen drawled. "You've been getting careless, huh? Oh well...what's this all about?"

Peter vaulted over the aircar, controlling his breathing as much as possible to make sure it didn't seem like he was running. He jumped onto one of the magicians, wrapping his thighs around his neck and grabbing his arm, dropping to the ground.

"Sorry, bumped into someone - uh, yeah! I just wanted to apologize for how I've been behaving lately. Harry told me about how you've been feeling and" - he narrowly dodged a bolt of ice, releasing the thug he had in an arm bar - "I think I ought to apologize to you personally."

"Wow. Those sound really realistic…" Gwen muttered.

"Modern technology, am I right?" Peter chuckled nervously.

"Is this guy on his magic mirror?!" One of the magicians exclaimed.

Peter quickly webbed his mouth, pulling him towards himself.

"Might wanna get out of that theater before you make anyone else angry." Gwen mused.

Once the magician was closer, Peter hopped onto his shoulder and launched himself into the air, webbing the other magician's hands so he couldn't conjure anymore fire.

"Good idea!" Peter said. "Uh, yeah. So what do you say we meet up? Actually, uh...there's a party going on tonight. I was invited...wanna come?"

"You? Invited to a party?" Gwen asked in disbelief. "I dunno, Pete...this kind of reeks of foul play."

Peter narrowly dodged a large chunk of ice coming his way, web swinging to the side and sticking to the building. He webbed the ground, launching himself towards the magician like a cannonball, dragon kicking him into a nearby aircar and webbing him to it.

"I know, but-" He was cut off by a sudden lunge from the flare sorcerer, which Peter foresaw coming. He dodged to the side, making him lose his footing, the momentum making him slam his face on the hood of the aircar. He then webbed him to the floor so he couldn't get up.

"Sorry, I was distracted by a cool part." He said quickly, webbing a nearby building and pulling himself up. "Anyway, as I was saying, maybe it is foul play, but we can't just be afraid of high school forever."

Peter swung onto a nearby building and stuck to the wall, overlooking the city street below.

"Maybe you're right…" Gwen said. "We're seniors. We should be allowed to have at least a little fun. Besides, I'm burned out with this project."

"Is it going well?" Peter asked, crawling up the building to the rooftop.

"Well, yes and no." She replied. "The work is going by just well, but Michael can't seem to understand that this is _not_ an opportunity to get into my pants."

Peter scoffed. For some reason he felt...irritated. He didn't know Michael Morbius that well, beyond him being the quintessential "bad boy" that thinks he's deep for whatever reason, but the fact that he's just seeing Gwen as nothing but a pair of legs made him angry. Part of him wanted to intervene but...Gwen was a big girl. He knew she could take care of himself.

"Well, that's bad." He sighed. "What are you going to do?"

"I'm going to make it clear to him that I don't see him that way." She said. "If he persists...well, _we_ should be doing this project anyway. Together."

That made Peter smile. Despite how bad of a friend he was being, she still thought of him as her partner. He didn't deserve her, he thought. Not really. He guessed the only way to make it right was to be better, starting with a party that'll keep them both from being social pariahs.

"So, I'll pick you up around seven?" He asked.

"You've got yourself a deal, Pete." Gwen confirmed. 

* * *

"Are you mad?!" The Ancient One exclaimed, slamming a newspaper onto his desk. The images and words shifted around every few seconds are so, but stopped on a story that made Peter's heart drop.

 _Mystic Spider: Mysterious Webslinger through Manhattan!_ It said.

Peter underestimated how quickly news travelled. He tried not to attract too much attention. Even though he wanted to help people, he _was_ aware that he was a practicing sorcerer, and the only superhero that was one as far as he'd been aware. Furthermore, he didn't do this hero thing for fame. He did it because he wanted to help people.

"Well...at least they got my alias right, finally." He muttered.

"This is unacceptable." Ben said, his tone dangerous. "You endanger the secrecy of this order with playing hero!"

Peter cringed. He was right.

"I'm just trying to help people!" He said defensively. "Power begets responsibility, remember?"

"Yes, responsibility. Responsibility to help the innocent, _in secret._ " Ben replied sternly. "The Order has rivals. Enemies. For centuries, the Order of the Spider has taken painstaking steps to erase proof of its existence from history in order to better protect the sanctity of magic! If our position is to be put at risk, the Pantheons Above will not allow us to offer one of our own as Sorcerer Supreme!"

Peter's shoulders slumped. He didn't know _those_ were the stakes. He was aware the Order had enemies. Monastic orders such as those in Kun-Lun, the Animal Shamans of Wakanda, or other factions that practice more culturally-rooted forms of magic. Peter didn't know the specifics because of the relatively short amount of time he had to go from nerd to Master of the Mystic Arts.

"So what are we going to do, then?" Peter asked, his voice soft. "When people are in trouble...and the Heroes Guild isn't around to help - probably dealing with people like...King Loki or Magnus, am I supposed to just stand around? Keep our secrets?"

Ben grimaced, sighing deeply and turning around. He walked to the window behind him, looking out to the cityscape ahead: Kathmandu. Peter had long figured out that while the College was underground, the Ancient One's office was located somewhere different in space. The magic running through the area was insane, as if every stone was enchanted. It wasn't surprising that it would be able to bend space as well.

"Perhaps not." He admitted, turning around to glance at Peter. "It would be wrong to neglect your duty to defend the innocent in the interest of ancient politics. The mantle of Sorcerer Supreme, the position of the Master of Mystic Arts is supposed to be...apolitical. The reality is, however, that it isn't. We are resented for our divine privilege to present our own for Sorcerer Supreme. It is worried that the Master of the Mystic Arts has sympathies for our order, so we are sure to be attacked."

"Then let me _defend_ the order, dad." Peter said. "Isn't that my job? If it ever comes to it, I'll defend the Order. You just have to trust me."

Ben sighed once more, then nodded.

"I suppose you're right." He admitted. "If danger ever comes to the world of sorcerers, you simply have to be trained to counteract those threats. Still, the headline is concerning. You are acting as a hero without a license, yes?"

"Yeah." Peter said. "I'm meaning to actually get one, I just...don't know where to start."

Peter's dad scratched his chin, nails running through his graying beard.

"I have connections." He said. "I'll be able to get you into the auditions starting next week. That way you don't have to worry about being arrested. If you are to help people, might as well do it within the confines of the law….at least as much as possible, with your practice of sorcery."

"Understood. Thanks, dad. What if they do find out I'm a sorcerer…?"

"Don't worry about that. As long as you just say you're a magus and keep the katas, hand signs, and incantations to a minimum, you'll be fine."

Peter stood from his chair.

"Sounds like a plan." He said. "Next week you said, right? I'll be there. Oh, and um...have the gods said anything yet?"

Ben shook his head. "No…I'm beginning to worry. They have never been this silent, not before."

"I see…I guess we'll give it more time, then." Peter said. "I'll see you tomorrow." 

* * *

"Where exactly were you last night, Peter?" May asked Peter as he came in. "You weren't home until 10, and you didn't even call."

Peter cursed himself internally. He didn't think about contacting May, not while he was fighting the Shocker and his band of poor marksmen. He didn't even think to call her afterwards because he was too excited. Peter realized that he'd put himself in a position where he was going to have to lie again, which tore him up from the inside.

"Um...yeah, sorry, there was a movie marathon at the theater last night." Peter said. "Guess I lost track of time."

May studied his expression, her own worried expression then softening.

"If you say so." She said.

As Peter went upstairs, he cringed to himself. Lying was becoming too easy.

"Peter! How the hell are ya, kiddo?" An older man with a thick mustache answered when Peter knocked on Gwen Stacy's door.

"Hey there, Mr. Stacy." Peter greeted him. "Is Gwen home?"

"Of course, yeah." Mr. Stacy stepped aside to let him in. Although Mr. Stacy was, by all intents and purposes, a genial, jolly man, Peter still couldn't help but be intimidating. He had the solid build of a soldier, along with a gruff look about him, making it clear he was a fighter. His blonde hair was graying steadily with age, his skin becoming wrinkled and leathery. He could still detect Gwen's features on him: her intelligent blue eyes and the shape of her jaw. Judging on pictures, however, she looked more like her mother.

"Y'know, Peter, when she said she was going to a party...I asked her to repeat it because I didn't think I heard her right!" The Commissioner said, chuckling. "Then I was suspicious. You know how kids are now a days because, well...you are a kid. But since you're goin' with her...I think you two will be alright."

"Thanks, Mr. Stacy." Peter replied, smiling.

"By the way, kiddo...you been paying attention to the news lately?" He asked. "What do you think about this 'Mystic Spider' guy?"

Peter hoped the commissioner didn't see him gulp.

"I-I assume he's probably just an urban legend, you know?" He said.

Before Peter could say more, a voice coming from the direction of the stairway said, "Ye Gods, have I been making you wait for too long?"

Peter turned to see Gwen Stacy, who, upon the very sight of her, made him feel like a shy schoolboy. He'd never seen her dressed the way she was right now, which was also a tiny bit shocking. She wore a form-fitting dark red dress, her wavy hair falling down in blonde curls around her shoulders. She had light makeup on, which made her eyes look a little bigger, making the blue pop out a little more, and making her skin appear all the more porcelain. Peter suddenly felt insignificant with his blazer, jeans, and a tee shirt combo. Even more so when he remembered that it was actually his armor that he was wearing.

"Wow." Peter said out loud. "Um, hi."

Gwen smiled, and her smile was absolutely dazzling.

"Hi." She replied. "Ready to go?"

Peter was rendered speechless for a moment, but quickly snapped out of it.

"Um- yes! Sure! Let's go." He managed.

"Alright, kids, don't get too crazy." Mr. Stacy said. "And Pete: have her back home by ten, okay?"

"Got it, sir." 

* * *

"He didn't grill you about this Mystic Spider guy, right?" Gwen asked as they entered the Lightning Rail station. "That's all he could talk about since this morning."

"He did, but it's fine." Peter said. "It's nice to see him so passionate about his job."

She sighed. "I guess. But it's less nice to see him so rabid about putting heroes behind bars."

Peter's eyes widened. "He wants to put the Mystic Spider behind bars…?"

Gwen rolled her eyes. "Yes. He's unregistered, Pete. You know how illegal that is."

It didn't occur to Peter that his caping and crusading as the Mystic Spider would clash with Commissioner Stacy, but when he thought about it, it was obvious. The commissioner's job was to uphold the laws of the city, and Peter was blatantly breaking them. Peter knew this wouldn't be a problem when he was properly licensed, however. That hero audition couldn't come soon enough.

"I guess you're right." He said. "What do you think about it?"

Gwen shrugged. "I'm glad there's someone out there to look out for us."

"What do you mean?"

"Well, the Heroes Guild is always out there saving the world, but never saving the _city._ It always seems like they're busy, y'know?"

Peter nodded. It was true that the Heroes Guild seemed more concerned with affairs at a global level than simply helping the city. Whenever there was a pretty big threat, it was either the unregistered heroes that had to help - and they always either quit or died quickly - or the police were on their own. This didn't mean the Heroes Guild were bad people; by all means, he didn't think they were intentionally ignoring these crimes. It was probably just daunting dealing with relations between the Eight Moons and Earth, not to mention threats like the Brotherhood of Kindly Folk.

Felicia Wyatt's house was in the Upper East Side of New York, an area where the skyscrapers were higher and the apartments were upscale. The streets were absurdly clean as they looked through them, and barely anyone walked. Most people flew above head in aircars and airships. Felicia's house was massive: an ultra-modern mansion with a pool the size of a football field in the back. Peter could tell they were there when he saw all of the aircars parked up front.

"Come on in!" Felicia greeted the pair after Peter knocked. Although the music inside was loud, with Peter able to feel the beat thumping from outside, it seemed Felicia was still able to hear their knocking. It was probably some sort of rune enhancing sound relative to the music going on inside.

Felicia wore an all-black dress that was considerably less no-nonsense than Gwen's. The skirt went down to her thigh, was spaghetti-strapped, and made completely out of mesh, with straps of black going across the dress to keep anything from getting exposed. Peter immediately determined he'd have to look at anything _other_ than her in order to not make an ass of himself.

"Wow. It looks legit." Gwen said. "I'm surprised we're not getting hazed."

"Hazed?" Felicia smirked. "Ye Gods, I'm not some evil witch! Come in!"

Gwen and Peter surprisingly had a good time. They danced and drank, then danced some more. Peter had seen a side to Gwen that he'd never seen before, a more wild side prone to making spontaneous directions. It felt like he was getting to know her better, getting to know this girl that was different from the smart, reliable person he'd known her to be.

"I've gotta say, Peter, one thing hasn't changed about you." Gwen said, grinning.

"And what is that?" He asked, grinning as well.

"You're a horrible dancer." She replied, her laugh music to his ears.

He feigned offense. "Whatever! That was improv! Much better than whatever you were doing."

"Actually dancing?"

"More like writhing."

They laughed together, interrupted by one of Felicia's friends coming over to them.

"Hey lovebirds. The cool kids are playing spin the bottle upstairs. Wanna come?" She asked.

"Lovebirds?" Peter asked.

"It isn't like that." Gwen said quickly.

"Riiiight. Well, come upstairs if you ever change your mind." She said, slipping away from them.

"Lovebirds." Peter said in disbelief. "Can you believe her?"

"People make assumptions, Peter." Gwen said, sighing. "Might as well join them. If we're being invited."

"You _want_ to go?"

"Sure. Why not? We're making questionable decisions tonight, might as well throw caution to the wind." Gwen said. "Besides, maybe I'll be able to make out with a cute guy in the closet...who knows?"

She winked at him and, with that, she made her way upstairs. After Peter was done picking up the pieces of his brain from off the floor, he went up after her.

"This is some weird luck, Parker." Gwen said after the closet was closed behind them. "Three times, I get no one. And the only one I get is you."

Peter chuckled nervously, scratching the back of his head. "Yeah? I guess you're right."

There was a beat of silence between them.

"W-We don't have to do anything if…" Peter began, but trailed off in the end.

"Y-Yeah...I know…" Gwen said. "But it'll just...I bet they're listening."

It just occurred to Peter that they probably were. If they don't do anything, they'll probably be considered losers when they come out. Peter wasn't going to let that happen. They went to the party to have fun, and to keep themselves from being considered losers for much longer. Senior year was almost over. For the remainder of it, he'd like to _not_ be a social outcast. And he knew Gwen felt the same way.

"Yeah...I mean, if you want to-"

Peter was interrupted by the sudden feeling of Gwen's lips pressing against his. He immediately didn't know what to do, not with his hands, not with his thoughts. This was _his_ first kiss, but it was becoming evident that this wasn't Gwen's. He'd just settled his hands upon her hips. When the kissing turned into full on making out, Peter's brain felt like it was on fire. He caught up with her to the fullest extent of his ability, and when it was all over, there was a string of saliva connecting their lips.

"W-Wow…" Peter breathed.

"It...it was the pragmatic thing to do, you know?" Gwen said, wiping her lip. "I think our seven minutes are up." 

* * *

After the party - or rather, around nine thirty, Peter walked with Gwen right back to the Lightning Rail station. He felt that he'd gotten closer with Gwen, especially after that kiss, which she was surprisingly quick to do.

"We should do something like this again." Peter said.

"What?" Gwen asked, smiling. "A date?"

Peter's face went red. "I-I mean...if you want to call it that-"

"Yes, we can do something like this again." Gwen said, giggling. "I'd love to."

Peter couldn't help the goofy grin that appeared on his face. Not only did Gwen finally forgive him, it seemed, but she also seemed to be open to dating him. He didn't want to read the situation incorrectly, or rush it, however. He knew full well that she probably didn't want to _date-date_ him. Or maybe she did.

They both boarded the Lightning Rail, heading back home to Queens. 

* * *

Stephen scratched his straw-colored beard as he looked down at the map of the city. Daggers were jabbed into each part that the cult had been operating, at least each part that they knew about. There were several warehouses where they took people and sacrificed them: adults, children, elderly. There didn't seem to be any pattern except for death. Wanda had said that there was some foul magic at play here. Outer Sorcery…

According to the tomes he'd read in the Church's library, Outer Sorcery was magic originating from the Starspawned Lords, beings of infinite dimensions. Outer Sorcery, like all sorcery, had been banned after the Lich King attempted to conquer the world with his necromancy. Rightfully so, Stephen thought, but he didn't realize that a form of sorcery like this existed.

"Any progress?"

Stephen looked up from the map, seeing Antonius Stark walk through the door. He wore his usual suit and tie, seeming more stressed and tired than usual. He was right months back: the Prime Minister was, indeed, pissed. Ever since then, he'd been getting earfulls from Coulson on getting results or King Richards will shut the Heroes Guild down. It wasn't the first time they'd gotten such threats, but he was feeling the pressure.

He sighed. "No. Nothing. I just can't figure out who these people are. The symbols they wear aren't recognizable. Doesn't help that there's nothing in the Church's libraries about Outer Sorcery."

"Damn it." Antonius grunted. "Well...let's hope that Barton and Romanova managed to get reasonable intel. We need a lead, and quick."

The Iron Knight produced a small bottle of whisky and held it to Stephen, offering it. Stephen kindly declined, and Lord Stark grunted.

"Forgot. You church types are supposed to abstain from all physical pleasures...keep your body like a temple and all that." Stark took a sip of his whisky. "The Great Spirit sure has a great stick up his ass. Ye Gods."

"I'm going to ignore that blasphemy." Rogers said evenly.

A knock came from the door and Antonius answered. Stepping through, Clinton Barton, the Dreadlord, came through, his arrow slung onto his shoulder. He wore simple jeans and a tee shirt, which was completely different from the armor he wore out to battle. That's because the Guild had him out undercover for the past two weeks. This was Stephen's first time seeing him in half a month.

"Thank the Spirit." Stephen sighed. "I was beginning to fear you'd died."

"Sorry." Clint said. "Had to go dark for a few days to actually infiltrate the cult. They're a bunch of evil bastards. They can make a mean cup of coffee, though."

He walked to the table, dropping a bundle of files in front of Stephen.

"I've got names of potential leaders within the cult." He said. "As well as a little background info."

"So you managed to infiltrate the cult?" Antonius asked.

"The lower levels, yeah." Clint replied. "I didn't manage to get into the real meat and potatoes of what it is they do, sadly, but I at least was able to save a few people."

Stephen looked through the files, stopping on a name that looked familiar.

"Otto Octavius…" Stephen muttered. "Where have I heard that name before?"

"Oh, that guy?" Clint asked. "He's a nut that was arrested about five years ago. Formed the Church of Dagon to practice his abominable sorcery...the only reason the government even _thought_ of allowing it is because they were a registered church. Freedom of religion and all that. Turns out, he was actually killing people. So we shut it down. But that isn't the crazy part."

"What's the crazy part?" Antonius asked.

"The crazy part is that this cult calls themselves the Brotherhood of Dagon." He said. "They're devoted to the awakening of their lord, the Sleeper Beneath the Waves."

A light bulb went off above Stephen's head.

"We need to treat him like a suspect, then." He said. "Let's focus resources on finding him. Tony, you can tell the Prime Minister that we found a lead."

They both nodded and left the room.

 _Finally some progress._ Stephen thought. 

* * *

**AN:** You know, I love scenes in superhero movies where the hero has to take a call from someone in their personal life while fighting crime, and they have to hide the fact that they're fighting crime. Whenever I get the chance to write scenes like those, I do.

Anyway, here our super villain is revealed! Otto Octavius, who is also known as Doctor Octopus. He'll be different in a few ways in Earth-4129, much like how every other character you've met so far is different. So stay tuned!


	7. Auditions

When Spring Break was over, Peter had to go through the drag of fixing his sleeping schedule. He'd been going out every night as the Mystic Spider and dealing with the crime in the city that the Heroes Guild hadn't been able to. When school started after the last day, he was greeted by Cindy, who walked with him to his locker. They were luckily right next to each other, so that left them plenty of time to talk.

"I've heard from the Ancient One that you are getting a hero's license." She said as she grabbed her books.

"Yeah." Peter replied. "What do you think?"

"I think it is foolish." She said bluntly. "The role of the Sorcerer Supreme is to guard the universe, in secret if they must. Not to play hero."

"Guarding the universe _is_ playing hero, Cindy."

"Regardless...I think you endanger us by pursuing this path."

Peter closed his locker. "I already had this conversation with the Ancient One. Look, we'll have to agree to disagree, because there's no way you can rationalize me letting people suffer while I twiddle my thumbs and wait for the Pantheons to give my dad an order."

Cindy sighed. "I suppose in your mind, I cannot. Peter...I am merely advising you to be careful. That is all."

"Of course." Peter said. "I'm going to be careful."

As the days went past, Peter enjoyed the fact that he was at least okay with the more popular groups in school. Flash even seemed to stop bothering him, and opted to ignore him altogether. That was good, it was progress. Some people high-fived him or said hello to him as he walked down the hall, which was a nice change from the usual ignoring if he even existed.

"Damn, why are you guys so popular now?" Harry asked at lunch.

Gwen shrugged. "We went to a party, now everyone sees us as actual human beings. High school is strange, isn't it?"

"Very." Peter said. "But it's nice to not get bullied now. Even Flash seems to respect me."

"Look at you guys, movin' up." Harry smiled. "And Paris was nice, thank you for asking."

Peter chuckled. "How was Paris?"

" _Dude._ The girls there? Amazing. I got like, five communication runes there." Harry said, smirking.

Gwen playfully rolled her eyes. "How are you going to be in a relationship with five girls?"

Harry chuckled. "Carefully and with a lot of skill."

After lunch was over, Peter went through the usual slew of boring classes, slacking off more often than he'd like to admit. School was always something he had an easy time doing, but it was boring to him. Especially now that he was the Sorcerer Supreme, fighting crime, protecting people. The various lessons in hermeticism and applied runesmithing, however, would doubtlessly be invaluable in helping him become a better crime fighter. The rest of the Order seemed to rely purely on sorcery for some reason, never using more modern applications of magic such as runecraft or arcane mathematics. Peter decided that he'd change that, that as he became a full fledged Master of the Mystic Arts, he'd modernize sorcery. Maybe then everyone would stop being afraid of it.

When school was over, he went straight to the College and began studying magic of his own accord. He hadn't been looking into sorcery over spring break and he wanted to change that. If he was going to be the Master of the Mystic Arts, he was going to have to show initiative. The books of Sorcery were almost endless, but Peter luckily was a quick learner. He looked into the forms and katas for forms of Sorcery such as Chaos Magic, Necromancy, Thaumaturgy, and Calamity Magic. He even looked into the journals of previous sorcerer supremes on how to _create_ new forms of sorcery, and how to make contracts with other gods.

If Peter wasn't studying, he was working on his presentation to the government for registration. He had to present himself as a competent hero, which he believed he was already. Upon checking the Licensing Database, Peter found out that there'd be several tests to show that he'd be able to protect innocents, work as a team with other heroes, listen to orders, and give out orders. He thought he could do all of those, but focused on practicing diffusing hostage situations while going out as Mystic Spider.

Every once in a while, May would wonder what he was doing, and Peter would have to lie over and over again. He knew that he'd have to keep doing it...but as long as it was for a good cause, it was fine, right? He had to keep believing that, believing that practicing sorcery was the right thing to do, despite the law. He had to believe that being the Mystic Spider was the right thing to do.

"Everything is fine, mom." He'd say to her. "I'm just trying to be out and about more...that's all."

The reassuring smile, the excuse...it was becoming routine, all too easy. He hoped that it wasn't making him a bad person. 

* * *

Hero auditions were being held in the Heroes Guild headquarters, as they always were each year. Heroes Tower was at the heart of New York City and at the center of the Basilica of Saint Beleth, the headquarters of the Church of the Azure Flame, the church that Paladin serves. The entire area took up a city block, high buildings and cathedrals adorned with silver and gold, which shined in the sun. At the front of the church, a huge bonfire with a blue flame was lit, a flame that blazes for all eternity, day or night, except on Observance Day where the flame went out to honor the death of Genis, the church's Messiah.

Peter stood in line with about a hundred other heroes. He thought coming very early would give him the advantage of time, but he still ended up in the back of a very long line. It wasn't until high noon that he was even inside of the building, and it took a few more hours after that until the door to the audition room was even visible. Several times while waiting, Peter's magic mirror vibrated. He had to ignore several calls from Cindy. Didn't she know he was doing something important?

 _She obviously doesn't approve of this hero thing. Maybe she's trying to keep me from doing it._ Peter thought when he ignored the final call.

The audition room was a basketball court with bleachers in the back, which were empty. When Peter walked in, he saw the three figures seated at their desks and nearly had a heart attack. Seated were the Iron Knight, clad in his armor except for his helmet, revealing his raven black hair and stylized beard. Next to him was Paladin, clad in his blue and white armor, his shield slung onto his back. His helmet was off also, revealing his slicked-back dirty blonde hair, his full, straw-colored beard, and his intense blue-green eyes. The last person that sat was someone else Peter recognized but was considerably less exciting: Prime Minister Phil Coulson, a man with graying and balding black hair, short height, and stout build, wearing a simple black suit.

"Thank you for coming." The Paladin said.

 _He's thanking me._ Peter thought.

"State your alias, please?" He continued.

"Mystic Spider, sir." Peter said. Even though he was nervous beyond belief, he was still able to keep his cool.

"Ah, so he's real." The Iron Knight remarked. "What are your powers, kid?"

"I'm a magus that has the abilities of a spider." Peter lied. "You know...I can shoot web constructs, I'm a little stronger and faster than the average human...I also have precognition, which helps me predict my opponent's movements."

The three went silent as they wrote something down.

"Okay." Paladin said, standing up. "Let's start with your ability to assess threats. I'm going to-"

Peter's hearing seemed to shut off, because he didn't hear a word that Paladin said after that. Instead he heard the sounds of violence: screaming, death. The sounds of lightning crackling and bolts of energy flying, colliding with walls and making rock come crashing down. In his mind's eye, he could see Cindy, who was looking directly at him.

"Peter! I've been trying to get a hold of you!" Cindy yelled over the sounds of battle in the background. "You need to come to the college, we're being attacked!"

 _What? Attacked? By who?_ Peter thought back. He knew how this worked. Cindy had projected herself into his mind, he had to think to respond.

"We don't know! Come quick!"

The mental projection stopped abruptly. The last thing he saw was the image of Cindy being attacked from behind.

"...Kid?"

Suddenly, his hearing was back. He looked at the three behind the table, two of the greatest heroes on Earth stared at him, confused. Paladin was projecting some kind of light image by Peter: a family huddled together in fear, with a faceless bad guy pointing a wand at them. Peter imagined that he had to defeat the bad guy and keep the family from getting hurt. That is, _if_ he was staying.

"S-Sorry!" Peter said quickly, opening a portal. "I have to go! Maybe we can do this later?"

Before any of them can answer, he stepped through. 

* * *

Peter swung as fast as he could to the base of operations for the Order of the Spider. When he got there, the first thing he saw was carnage. The ward that had hidden the entrance's existence seemed to be broken, because he saw the door and it was busted off of his hinges. When he walked in, he noticed that the various statues were broken down, and the corpses of monks littered the ground. Ahead, the entrance to the manor was destroyed, leaving behind a gaping hole with rubble at its feet. Peter vaulted over the rubble and saw more bodies, some seeming shaking violently in place, some laying limp...as if the very life had been sucked out of them.

As Peter advanced quietly down the hall, he caught a glimpse of Cindy stuck under rubble. She appeared to be conscious, but badly beaten. Her eye was purple with a nasty-looking bruise, and there was a nasty cut on her arm. Rushing to her side, Peter lifted the rubble and pulled her from under it. Her leg was bent at an angle it shouldn't be bent at, which made it clear that she wouldn't be walking...well, ever again, unless Peter helped her.

"Hey, I've got you." Peter said, talking through her whimpers of pain. He placed a hand over the wound and made a hand sign, pouring his will into the wound. It slowly began to heal itself, the bone mending and the wound closing. Once it was done, Peter felt exhausted. That was the first time he'd used healing magic for anything other than a small cut. He felt like if he cast one more spell, he'd collapse.

"Cindy...what happened?" He asked, highly concerned.

"They had an army...we weren't ready. We didn't know how they knew where we were...how they knew what we had." Cindy said. "And that man…"

Peter heard a loud explosion coming from the direction of the Ancient One's office.

"Let's go!" Cindy said, getting up. "He's going after your father!"

When they got to Ben's office, it was already too late. Peter kicked open the door, prepared to fight, but he saw a large, deformed figure standing on top of his dad. The figure looked barely humanoid, his body covered in a cloak that almost obscured his features but barely covered his massive hunched back. His right arm was a massive, gray crab claw, and his left arm was just a bouquet of five thick tentacles that looked to be prehensile like fingers, holding a large blue gem that looked like an eye. When Peter and Cindy came in, he spun around to face them, and then gave them an inhuman smirk.

More tentacles hung from his pale face as if to mimic a beard. His skin was covered in moving barnacles, and his eyes were cloudy as if covered with cataracts. When he blinked, his eyelids moved horizontally instead of vertically, and when he smiled, he revealed a row of teeth that were as sharp as a shark's.

"Ah, if it isn't the new Sorcerer Supreme." The figure purred, his voice sounding as if he'd been gargling salt water with swollen tonsils. "I have to thank you for not being here in your Order's hour of need."

Peter looked down and saw his father laid out on the ground. Instead of looking like his usual sturdy but older self, his dad looked emaciated, almost beyond recognition. He wore the same robes of the Ancient One, except now his skin was as pale as bone. A gaping hole was also on his forehead, but not bleeding. Like some of the corpses outside, it was as if the life had been sucked out of him. Peter rushed to his side, and the entity stepped aside to allow him to grasp the gravity of the situation.

"You...you killed him…" Peter said, his voice shaky. "You bastard..!"

The figure laughed, a horrible sound. "Worry not, young one. You and all you know will join him in the next life soon."

Cindy shot a web at him, but it stopped in mid air without him even looking at it. He simply glanced at Cindy and she went flying back, slamming into one of the bookshelves.

"I must take my leave. I have a master to revive...and now all will be possible with this." He held the orb to his forehead, and it flashed with a brief glow. The figure's eyes began to glow an ethereal blue, and the orb glowed as well as if it were a third eye.

"So long, sorcerers." He said, and with that, he disappeared.

Cindy groaned and got up, walking to an object that looked suspiciously like a statue of Mr. Moon. She whispered some words under her breath and made a sign with both of her hands, and the statue transformed. Mr. Moon fell onto his knees, looking around in bewilderment as if he were in the middle of a battle. When he realized that it was all over, he got up, brushing himself off.

"Where is Octavius?" He asked his daughter.

"I do not know…" Cindy said. "But it seems he took the Eye of Agamotto from the Ancient One."

Mr. Moon grimaced. "Then all is lost, it seems…"

"No...dad…" Peter was beginning to sob as he futilely shook his father, hoping to any god that would listen that there was a spark of life still inside of him. "Dad! I already lost you once! This can't happen!"

"Peter…" Mr. Moon placed his hand on his shoulder.

Peter shook him off and began sobbing on his father's skeletal chest. His dad was gone...really gone this time, and this wasn't fake. There wouldn't be an extraordinary day revealing to him that he was alive. There wasn't a single spell in the entire College that could raise the dead, not without some dire sacrifice or the risk of bringing him back without his soul. The room went silent as Peter sobbed...he said to Ben that he needed to trust him, but instead he was out trying to play hero. Ben trusted him and now he was dead. 

* * *

**AN:** And you probably thought this Peter would keep Ben :^)

Sorry for the short chapter! I'm actually making one more today to make up for the fact that it's short. This chapter marks the transition from the beginning of the story to the middle.

Fun fact: the Eye of Agamotto is actually the Mind Gem of this universe ;)


	8. The Black Cat

The Ancient One died, but life still went on. The next months were a period of transition. Due to the fact that Peter wasn't ready to lead the Order of the Spider, Mr. Moon stepped up as the leader as Ben's right-hand man. After the attack from the Brotherhood of Dagon, the cult identified to be behind the attack, the sorcerers of the Order were thirsty for blood and revenge. Ben had been Peter's father, but he was also a father to many of the initiates and masters of the Order. He'd trained every one of them, expanded their horizons beyond this world and into others, gave them the power to defend themselves, to learn the mysteries of the universe. He was the Ancient One, a father to his men, and he would be avenged.

Mr. Moon called for a war against the Order, and that's exactly what happened. For months, a war was waged in secret, only ever manifesting to the public as illegal gangs of sorcerers killing rival gangs. Many people had died, and even more were arrested. Peter tried to stop this madness, but he couldn't defeat the Order's anger. He also couldn't go against the orders of the current head of the Order, but he refused to take part in the actual war. Even though they were responsible for the death of his father, Peter refused to take a life. How would he be any better than them in that case? His job was to protect the innocent, not play judge, jury, and executioner.

Cindy was either ignoring or outright avoiding Peter. She seemed to be all for the street war, and Peter was afraid that she was participating in the killing. He wouldn't know either way, as she hadn't said a word to him since the day his father died. It seemed everyone was blaming him for what happened...which was fair enough. If he was there while the Brotherhood attacked, then maybe they'd have a fighting chance. Maybe they'd be able to defeat this Otto Octavius guy...maybe if he were a little better, a little stronger, he'd be able to ruin whatever he was plotting, and his father would be alive.

He blamed himself too. He'd lied to his friends, to his mother. He was out being an unregistered hero, practicing sorcery and lying about it. What good did it do him? His father was dead, his order was in shambles. He wasn't the only one that was against the war. There were several others in the Order that were as well, feeling that it would go against the Ancient One's wishes. Their voices were drowned out by those that were wounded, by those that were angry, and they were made to leave if they didn't comply with Mr. Moon's wishes. Now there were less than half of them left, waging a war against a cult that outnumbered them, that appeared to be using some strange form of magic that left people lifeless husks.

As the months went by, Peter mourned a second time. He couldn't believe his father was really gone this time. In a way, it was a little easier this time. Peter had long accepted his father's death, only for his hope to be reignited months ago. His death again was like a return to the status quo. A return to normality. His father was dead...and that was that. The months he had training with him, that was only his last chance to be with his father. There were so many things he wished he said, but in the end, he didn't get to say them.

And that hurt like hell.

One day, while Peter cried in his room, May knocked on the door.

"Come in…" Peter croaked, quickly wiping his eyes.

"Hey sweetie…" May said, her tone careful. "Are you ready to talk about what's been getting you down…?"

She sat down beside Peter, and Peter sighed sadly. He was finally ready to talk about it, but he couldn't tell his mom the full story.

"I just...I miss dad is all." He told her.

May sighed and nodded, pulling Peter into a hug.

"Oh sweetie...I do too. Have you been thinking about him?" She asked.

Peter nodded. "A lot. It's something I thought I was over, but...I guess I'm not. I met someone that reminded me of him a few months back...then I learned he died in the crossfire of one of the gang wars."

May gasped. "That's...awful, sweetie. I'm sorry to hear that."

She began petting Peter's hair, which soothed him quite a bit. He closed his eyes.

"Do you know what your father said when his parents died?" May asked. "It was such a long time ago, but…"

Peter shook his head. "What did he say?"

"Life goes on." May said. "It may sound cold, but...he knew that death was something you'll have to accept. That it's just a part of living. As you grow older, as you experience life, people will die. But you can't let that keep you from living. You have to allow yourself to grow as a person, to thrive, or else you'll stray off of the right path. You understand?"

Peter nodded and thought about it.

Ben was dead, Peter knew that much. He was cremated and the Order had spread his ashes into the air. The months after that: his training to become Sorcerer Supreme, his becoming a hero...he realized that Ben's time was him was his father making sure that Peter was on the right path. He may not have had the time to save him, but Ben died knowing that Peter was determined to do the right thing. That was all that a father could ask for, really.

Peter had long accepted Ben's death. Now that he was dead a second time, it still didn't change the fact that he was gone. It hurt, yes, but Peter couldn't let that stop him from doing the right thing. He couldn't let that prevent him from being Sorcerer Supreme or protecting the innocent. He was still going to be a hero. He was still going to help people, whether he was sick or well, cold or hot, tired or energetic.

 _Power begets responsibility._ Ben had said.

He was right. And the best way to honor his father's death was to keep to his responsibility. No matter how much it hurt, it was his obligation and honor to help those in need.

"Thanks, mom…" Peter said, wiping the tears in his eyes. "That helped more than you know." 

* * *

Life went on. Spring turned into Summer, Peter went out every night, either to take down criminals or prevent people from dying. The war between the Brotherhood of Dagon and the Order of the Spider was only escalating steadily. It was getting to the point where the Heroes Guild had to step in. Sorcerers from both sides had been jailed because of their illegal practices. Peter stepped in on multiple occasions to keep people from getting hurt.

"...In other news, the prized artifact of the House of Wyatt had been stolen last Friday night, the Belt of Bastet." The news reporter said. "We have Mary-Jane Watson on the scene."

The camera showed a redhead that Peter always had a crush on. Peter couldn't help but wonder why she decided to be a news reporter instead of a model.

"Thank you, Trish. I'm here at Wyatt Manor at the crime scene, where it seems the Belt of Bastet had been stolen without a trace of who'd stolen it. The Belt of Bastet is a prized artifact of the House of Wyatt, recovered from the wreckage of a house in Germany years ago. Authorities do not know who did it, but said they are picking up on many leads. Back to you, Trish."

Peter turned off the TV and sighed.

"Bad news as always." Peter told his mom.

"That isn't unusual, sadly." May said. "Any plans for today?"

Peter shrugged. "There's an animation marathon at the movies today. I think I'll check it out."

That was a lie. Mr. Moon had finally reached out to him in a dream last night. He was going to go to the College to see what it was about.

"Alright. Well, call me to update me on what you're doing." May told him. "Don't lose track of time again."

Peter chuckled. "Alright, mom. I won't."

After he was done with breakfast, he went into his room, his pajamas morphing into his street clothes. He walked outside and, once he found a decently vacant alleyway, he broke into a sprint, his clothes morphing into his costume. He jumped onto the wall and crawled onto the roof, then he began swinging. Part of him feared that Mr. Moon was going to give him an ultimatum: join the war or leave the order. If it came down to it, he'd leave the order without a question. He loved the camaraderie he'd built up between himself and the other sorcerers, but nobody was going to make him a killer. That wouldn't make his father proud.

The College had been rebuilt pretty quickly after the attack, except now it wasn't just a school. It was a fortress. They had people stand guard, had secret passwords, and the sorcerers were armed at all times. Classes were less focused on learning the Mystic Arts and more on combat, on how to destroy your enemy with battle magic. Peter didn't like the way this was going, but he was just a Master. He couldn't go against the head of the Order's wishes. Besides, this is what everyone wanted.

"Welcome, Peter." Mr. Moon said once Peter got to his office. "Sit."

Peter sat.

"Before you give me an ultimatum," Peter said, "Know I'm not joining in on your war."

"While I still think that is a shame, Master Parker, it isn't what I'd called you here." Mr. Moon said calmly. "Over the last week, there have been artifacts stolen. Have you heard about this?"

"Besides the Belt of Bastet? That's all the news would run lately."

"Yes, I am aware. It seems the media is more concerned with that artifact...which is understandable, because its purpose is clear. The artifacts I am speaking of are more...obscure."

"What are they?"

"The Six Wands of Watoomb." Mr. Moon explained. "Individually, they can each absorb and release magical energy. Together, however, they create the Staff of Watoomb, an artifact that can control reality."

Peter's eyes widened. That was some _serious_ magic. With magic, conjuring things was somewhat simple, depending on what you were conjuring. Manipulating and controlling matter was more difficult, but could be done with effort. Manipulating reality, however, was nigh impossible. It required the caster's will to be stronger than reality itself, something that only the highest tiers of Masters could accomplish. With magical artifacts, you could bypass any limitations of your own magical abilities and do things you wouldn't be able to do otherwise.

"Okay…" Peter said. "So the Wands of Watoomb are being stolen?"

"Yes. All six reside in this city so that the Sorcerer Supreme can keep a close eye on them." Mr. Moon explained. "However, now that Otto has the Eye of Agamotto, he knows where the artifacts are, and what they do. They're kept in very secure areas set up by the Ancient One's connections...but someone is managing to steal them anyway. It has to be the work of a very skilled thief."

Peter nodded. "So one of the wands was stolen?"

"Four." Mr. Moon corrected. "That leaves two left...I have the locations of where they are being kept in the city. Whoever this thief is, they will be stealing from one of these two locations."

Peter looked down at the map. The Royal Museum in the Upper East Side, and the Museum of Wakandan History in Harlem were the two locations that were marked. Both of those were on opposite sides of the city, and both were highly secure buildings. The Royal Museum was guarded by King Reed Richards' royal guard, and the Museum of Wakandan History was guarded by the Wakandan military. The thief wouldn't be able to hit both of these places at once.

"Alright. I'll investigate." Peter told him, taking his leave. 

* * *

The next few days, Peter was in detective mode. First, he had to find out where the thief was hitting, and that was difficult enough to find out. There were traces all over the city that he'd find out of sheer coincidence that would show plans and dead drops from the thief, hinting that they'll be getting the Royal Museum. That at least answered the question of where they'll be hitting. It was a smart move: the Wakandan Military officials guardian the Wakandan History Museum were trained like Navy SEALs. Nobody was going to start a fight with them, not even Peter.

Once he got there, the place was absolutely _littered_ with clues. He got to a building across from the museum, and on it was a camera mounted on a tripod. He looked through the photos, which showed pictures of the entrance, and any ways inside. In a chest beside the camera, there were schematics showing the layout of the museum, as well as papers logging the shifts of the guards. Whoever this thief was, they had done a steak out of the museum in a matter of a week.

All of the evidence, however, made Peter suspicious. This person was clearly a professional, yet they left mountains of evidence detailing where they'd be. It's as if they _wanted_ to get caught.

"Maybe you're overthinking it, Spidey." Peter thought out loud. "They probably thought nobody would find these things...after all, who else can go from building to building like you can?"

Whether this was a trap or not was going to be interesting. In Peter's investigation, he'd figured out that the thief waits a week to steal things. Knowing that, and seeing all of the data they'd already managed to collect...that meant that they were going to steal the artifact tonight.

"Alright…" Peter said to himself. "Time to wait."

Night came, and still there was nothing. Peter watched the building like a hawk. It wasn't until around 9 PM that he noticed a figure, a silhouette in the night, moving to the rooftop. Peter couldn't make out the identity or gender of this person. He was too far away, and something was obscuring their face. After they dropped in through the skylight, Peter swung to the top of the building, landing in a crouch. Silently, he went in through the hole they'd created, dropping into the hall below.

It was amazing...if he didn't know about the hole cut into the glass above, it'd appear that nobody infiltrated. He was in the hall that led to the vault, where the museum presumably kept all of the things not on display. He caught a glimpse of the figure opening the vault almost casually and slipping in. He ran after them, opening the vault silently and going in as well.

Now that he was able to get a clear view of the thief...it was definitely a her. "Definitely" because what she wore seemed specifically to be made to accentuate that it was a "her". She wore a backless and skin-tight suit of leather armor, with metal padding along the shoulders and arms. She wore greaves that went up to her thighs, and a short leather skirt that just barely went down to her thigh, and seemed to breathe enough to allow her to move. When she turned around to look at him, he saw that there was a cleavage window in her chest piece - which was more of a crop top, revealing her toned midriff - revealing a generous amount of cleavage, her armor only revealing her curves more.

Her hair was either platinum blonde or white, done into a loose braid that hung over her left shoulder. Her mouth and nose were covered by a black cloth, but her mischievous green slitted eyes were expressive enough. On her hips was a thin sash with hieroglyphs on them. He recognized it: the Belt of Bastet.

"Um, are you lost?" Peter asked. "The Fetish Convention is down Third Street."

"Not lost." The thief responded, her tone sultry. "I'm right where I need to be. You must be the Mystic Spider. Oh, you're much hotter in person."

Suddenly, Peter ran out of quips.

"U-Um...drop the artifact. Now." He ordered.

"Oh, I love it when you get all dominant on me. Do it again." She drawled. Peter could practically hear the smirk in her voice.

"You don't know how dangerous that thing is." He said.

"This?" The thief asked, holding the Wand of Watoomb in her hand, tossing it in the air. "I don't. You're right. Exciting, right?"

"This isn't a game. It could kill you."

"Good thing I have nine lives, right?"

Peter realized he wasn't getting through to her, so he webbed her immediately. Pulling her forward, she reacted at speeds he only ever saw from Cindy, using the momentum against him and throwing her body weight against him. Now he was on his back and she was straddling him.

"So they're like actual webs, huh?" Felicia said casually, seemingly unbothered by the fact that she was sitting on Peter's crotch. "That's so _exciting._ Are you going to tie me up with them?"

For once, Peter was speechless.

"N-No…" He stammered.

"Well, it's been fun, but I've got to leave."

With that, the thief got up and began walking down the hall. Peter quickly got up and ran after her, but she began running as well. She was fast, faster than Peter. She grabbed at what looked like a grappling gun at her side and shot it up towards the hole she made, zipping upwards. Peter shot a web and launched himself through the hole not long after, but Felicia was already at the edge of the building.

"You're persistent, aren't you?" The thief asked, her sultry tone unwavering. "Let's play then. I _love_ being chased."

She dropped from the building, shooting a line at the building across from the museum and swinging. Peter went after her and did the same. The thief launched herself onto a nearby building and began running, leaping onto the building across the road, which shouldn't be possible since it was several yards away. Peter could see claws retract from her cloves, which sunk into the stone building like butter. She began crawling up the building without a problem.

Peter took advantage of his web swinging and launched himself onto the top of the building before she could get to the top. Now he blocked her way forward.

"Going to stop running now?" Peter asked.

The thief smirked and ran to him. Peter's precognition kicked in, and he blocked the punch that he saw coming, guarding his face. He also foresaw a sweep at his front leg, but she did it so fast that it was almost at the same time of the punch, making Peter unable to react. He fell onto one knee and she vaulted over him, continuing to sprint to the end of the building. Peter quickly regained his footing and continued after her, web zipping to the building she'd jumped to, clinging onto the wall. Peter had to figure out a way to slow her down, and fast.

Once they were both on the roof, Peter did the kata for transporting them to the mirror dimension as he ran. An invisible wave of energy moved through the area, transporting both himself and her into the mirror dimension. He then did another hand sign, waving his arms and commanding matter to fold. The buildings surrounding the rooftop came closer, enclosing them into the area, and getting so tall that it would take her hours to get to the top.

"Nice trick." She said and she stopped. "Did you really want me all to yourself that much?"

"No more games." Peter said. "Just...give me the wand. C'mon. Do you even want it that much?"

"There are a lot of things I want." She replied flirtatiously. "Like your big, strong arms around me."

 _Ye Gods._ Peter thought.

He charged at her, throwing a punch, which she dodged. She countered by throwing a punch at his gut, but he caught her fist, bringing his elbow to the side of her face. She grunted in pain but quickly bounced back, bringing her leg up to spin kick him in the chest. He changed his footing and grabbed her leg, twisting her body to throw her to the ground. She skid across the ground but quickly rolled back to her feet, charging to him this time. She threw four punches, all of which he managed to block only by the grace of his precognition. But then she jumped up while one of her fists was still connecting, wrapping her thighs around his neck and throwing her weight down to make them both fall.

Now she had him in an armbar, his windpipe slowly getting crushed by her thighs. Part of him thought that this wasn't the worst way to go, but the part of him that hasn't gone delirious due to a lack of air was panicking like a frenzied monkey. He jabbed at the back of her leg, making her grunt in pain and loosen her hold. He did a reversal, grabbing her wrist and dropping to the floor, getting her into an arm bar. She, of course, had to play dirty by punching him in the crotch. That area was padded, but she was also stronger than the average human. Pain shot throughout his entire body and he yelled, releasing her.

"Not...fair!" Peter complained.

"All's fair in love and war, Spider." The thief said coolly, standing back up. "This just so happens to be both."

Peter forced himself to get up, throwing a high kick at her face. She dodged at the last minute, using that same movement to do a sweeping kick at the foot that was planted at the ground, making him fall. While in midair, she grabbed him by the legs and threw him, making him fall out of the mirror dimension. She walked out as well, brushing herself off.

"Whew. That was fun." She said. "I'd love to play some more, but I have to leave."

She sprinted the other direction, but Peter quickly got up. He webbed her and launched himself towards her, intending to flying punch her. She, unfortunately, seemed completely ready for it, and dodged the punch, grabbing him by the shoulder and leaning backwards, slamming him onto the ground. She backflipped until she was straddling him again, throwing a punch, which Peter blocked. He countered, throwing his own punch, but she grabbed his wrist, pulling herself towards him…

...And kissing him.

Yes, they both had masks on, so it wasn't like their bare lips were touching, but the masks were thin enough that he could still _feel_ them. For a few seconds, the thief had Peter absolutely captivated, her lips moving against his as she led the kiss. He could feel her tongue poke against the cloth of his mask, obscured by it, but then she pulled back. Peter found himself unable to think straight as she got off of him. When he finally got his bearings back, she was gone. 

* * *

"So, the fifth wand was stolen, was it?" Mr. Moon asked, his expression grim.

"Yes. The thief Otto has working for him is very...skilled." Peter said, remembering the kiss she'd used to distract him. "She was wearing the Belt of Bastet but...I don't understand what it did for her."

Mr. Moon's eyes widened. "The Black Cat...the mantle was passed onto another."

Peter raised an eyebrow. "What do you mean?"

"The Belt of Bastet was previously worn by a man named Walter Hardy, also known as the Black Cat." He explained. "The Black Cat is really a title given by any who wear the Belt of Bastet and steal with the abilities it imbues onto them. The Goddess Bastet had originally given it to a man, but it was stolen by a thief. That thief then had it stolen from him, and that thief had it stolen from him...so on and so forth, for centuries. The belt imbues the knowledge and skills of all that had previously worn it to its current wearer, as well as give them the proportionate reflexes and speed of a cat."

Peter went silent. No wonder she was so skilled. She had centuries worth of thief experience under her belt, so to speak.

"So I'm dealing with some kind of super-thief." Peter sighed. "Great."

"Be careful." Mr. Moon warned. "There is one Wand of Watoomb left. If Otto is to get his hands on it, there is no telling what'll happen."

"I understand." Peter said. "I won't let her get away next time." 

* * *

**AN:** Alternative title being, "Catch Me if you Can". The Black Cat is another important character that I'll be using in stories to come about this version of Peter, so here's how they meet!


	9. The Heist

When Peter closed his locker, he was startled by Cindy, who was standing right behind the little metal door that closed the compartment. Her expression was neutral as ever. Peter wouldn't believe anyone if they told him she smiled sometimes - that is, if Peter hadn't seen her smile himself. The encounter was a little strange, considering Cindy had been cold as a blizzard to him for the past few months. If she was acknowledging his existence again, it was for a reason. Cindy wasn't a fickle person.

"Oh, hey. Doing the ninja 'appear behind lockers' thing, I see." Peter said. "Are you ready to talk?"

Cindy tilted her head. "What do you mean?"

"I _mean_ that you're mad at me."

"Am I? That is news to me. Why would I be mad?"

The fact that he was being made to extract answers from Cindy irked him a little, but if it's what he had to do to make things right, he'd do it. Over the months, Peter had come to consider Cindy a friend. Even though they were both candidates to become Sorcerer Supreme, Cindy pushed Peter, made him his best version of himself. To think she'd started off as the crazy girl that was part of a cult.

"I messed up." Peter explained, his tone becoming gloomy. "I should've been at the College protecting it. Should've been fighting alongside the Ancient One against Otto...but I wasn't. And that's because I was out trying to become a hero. Instead of being focused on actually helping others, I was focused on becoming registered. I should be out there doing the right thing, legal or illegal."

"Hm." Cindy hummed, crossing her arms. "That's the gist of it. In my opinion, Parker, you are the least worthy candidate for Sorcerer Supreme we've had in centuries."

 _Ouch._ Peter thought.

"But," Cindy continued. "You are chosen by the Gods. By the Three Pantheons, and all below them. They have not yet revoked your title yet, so...unfortunately, my opinion doesn't matter. But know this…"

She pinned him to the lockers, one hand at his side, beside his face. Cindy Moon was smaller than him, but Peter knew her skill. He knew her speed, he knew her strength; and he knew that she could punch a hole through his chest and rip out his heart. As Cindy leaned in, Peter felt the pressure.

"If you fail once more, I will challenge you before the Gods, before everyone. And I will _rip_ the title away from you." She said.

Peter believed her.

She withdrew, her demeanor going from threatening back to calm. She pushed her hair behind her ear and gave him a humorless smile.

"My father wants us to work together in order to take down the Black Cat." Cindy said. "He believes that you will fare better if we work together."

"Ye Gods, I can handle myself." Peter said.

"We scoured your memories of the fight after you'd left. You allowed her to confuse you. You'd dropped your guard several times."

Peter opened his mouth to defend himself, but then closed it just as quickly. She was right. The Black Cat fought in a way that he hadn't seen before. She was strong and fast, skilled as if she'd been fighting for years, but that alone shouldn't be enough to take Peter down. No, it was the fact that she knew _just_ how to fluster and distract him that made her such a formidable opponent. Cindy wouldn't be so easy to distract.

"Fine." Peter said, defeated. "I understand what you mean. When are we doing this?"

"Based upon her pattern, Friday." Cindy replied. "The last wand is at the Wakandan History Museum. Emperor T'Challa himself will be there to open a new exhibit. It'll be very crowded, and very well-guarded. From what our spies say, there'll be more protection for the Emperor himself than some of the exhibits. Perfect for a thief to strike."

That was big. Not only was Peter going to be in close proximity to Emperor T'Challa, who was one of the best runesmiths, alchemists, and hermeticists on the planet, but he was also potentially going to fight the Black Cat at his opening party.

"Wouldn't an event like that be extremely exclusive event though?" Peter asked.

Cindy held up two black tickets that were embroidered in gold. The tickets that had their name on them.

"The advantage to being a sorcerer in a world where sorcery is banned?" Cindy said. "You're a step ahead of everyone else. We have tickets."

Peter nodded and took his ticket, sliding it into his pocket. 

* * *

"So you place the angle there…and then you're done with that part." Gwen said, instructing Peter on the form of the Sacred Polyhedron they were constructing for her project. After the party, Gwen and Peter had become a lot closer. She'd eventually dropped Morbius for her project and asked Peter to work with her, which he was happy to do.

"Who knew creating a stable ethereum crystal would be this hard." Peter muttered. The shape they were mapping out was to be a small stellated dodecahedron, which was a pretty basic shape when talking Arcane Geometry. The goal was to create a shape that would allow mana to flow to the rune at a reasonable rate, enough to make the rune work at the very least.

They were at McDonalds, which wasn't usually what one would think of when they think "calm studying environment". In truth, it was the only place that would allow them to sit and do their work without paying for something. Peter, perhaps out of spite, actually _bought_ something for specifically that reason. Gwen and Peter ate fries and milkshakes at their table, the cheapest things on the menu that seemed remotely appetizing.

"Yeah, well if runesmithing were this easy, everyone would do it." Gwen replied.

"What are we even creating anyway?" Peter asked. "I know you explained it to me, but I'm having trouble wrapping my head around it."

Gwen rolled her eyes playfully, feigning annoyance.

"Nanoscale magitech." She explained. "The idea is to have a bunch of machines the size of a molecule attached to a control center with numerous runes that determine what each part of the swarm is to do. That way you don't have to switch out the machines, you merely need to rewrite the runes so give them new tasks."

Peter raised his eyebrows. That was absolutely groundbreaking, essentially allowing the automation of nanomachines with easy reprogramming. Gwen was an intern for Stark Industries for a reason. If she wanted, she could probably create her own multinational corporation.

"Wow." Peter said. "That's why this is so tough to figure out."

"Is it too much for you, Parker?" Gwen teased.

"Not at all. But it's getting pretty late." Peter stood up and tossed his drink into the trash. "We should head back home."

Gwen released a yawn. "Yes, you're probably right. Let's go."

As Peter was walking to the lightning rail from Gwen's place, which he'd walked her to, his precognition kicked in in a split second. He dove backwards, taking cover behind a garbage can. It wasn't sufficient enough cover to keep him from being knocked back by the resulting magical blast however. Peter tumbled backwards, glad that the street was empty save for the unconscious homeless person slumped on a street bench.

Three men came out of a portal, each looking suspiciously similar to the men that chased after him and Cindy months back. They wore all black, silver necklaces with a weird star-like symbol at the end hanging from their necks. Each of them were armed with swords that appeared to be made from black smoke.

"Sorcerer Supreme." One of them said, addressing Peter. "We've been notified that you appear to be onto our plot. Unfortunately, that means we can't allow you to live."

Peter's clothes morphed into his Armor of Anansi. He quickly threw himself and the cultists into the mirror dimension. Even though there weren't many people around, he didn't want the people that _were_ around to get caught in the crossfire.

"That sounds pretty final." Peter said. "No going away party?"

A wolfish grin appeared on one of the cultist's pale features.

"Unfortunately not." He said.

They all charged at once, which immediately put Peter in a disadvantageous situation. These guys weren't random street thugs with wands or illegal potions they'd gotten from some dealer. They were trained sorcerers, sorcerers who Cindy opted to _run_ from, sorcerers who'd taken out a little under half of the Order of the Spider. Peter dodged a thrust from one of their dark blades, kicking him forward. One of the cultists slid to his side and slashed him across his chest, leaving a nasty cut. Peter recoiled back, but now he was surrounded. The third cultist was right behind him when he stumbled back, slamming him right into the ground.

"Oddly easy." He noted. "This seems to be the end, unfortunately."

And that's when the rune that Peter had inscribed into his cloak activated.

Peter was serious about modernizing sorcery. Most sorcerers in the order looked down on runesmithing and geometurgy, thinking it to be a step down from the traditional arts. While both disciplines were definitely less powerful than sorcery, being unable to travel dimensions, it was definitely more versatile. The rune glowed with a brillaint blue light, Peter's minor application of will turning it on. The cloak began to glow and spread, turning into massive, thick tendrils of webbing, which grabbed the three cultists and lifted them into the air. Peter heard them scream in surprise as he got up, willing the tendrils to pin them to the nearby brick wall. Responding to his thoughts, it did precisely that, engulfing them in webbing so thick from their necks down that they couldn't speak.

His cloak returned to normal and he brushed his hands together as if taking out the trash.

"We were bested with _runesmithing._ Such a primitive rune as well!" One of the cultists said through grit teeth.

"Yeah, yeah. Cry about it later, okay? Right now, I need information." Peter said, crossing his arms. "What are you people trying to do? Why are you having the Wands of Watoomb stolen?"

One of the cultists laughed, though the sound was without the slightest hint of humor.

"The boy thinks he can interrogate _us_?" He barked. "Ridiculous! To think that we- _argh!"_

Peter flexed his fingers, creating another hand sign that commanded the web-bindings around the cultist to tighten. He could hear him strain in the web, leather crumbling together as his cocoon tightened.

"Look, I know you guys are some kind of doomsday cult and everything." He said. "But I'll crush you if you don't tell me what's going on. I'll find out either way, whether you tell me or not."

He wasn't going to actually crush them, of course. The idea of killing anyone made Peter squeamish. Peter didn't have to tell him that.

"Okay, okay!" Interestingly enough, the one Peter was squeezing was the first to squeal. "Cease this torture!"

Peter made the webs relent, and they did.

"I'm listening." He said.

"It is a death curse, you fool." The cultist said. "Isn't it obvious! The kidnappings we've performed! The deaths? The Wands as foci? We will destroy _every_ last hero on the Earth, that way nothing will interrupt the coming of our Lord."

"What? A death curse?" Peter asked. "Wait, what lord?"

Seconds after Peter asked his question, their eyes rolled to the back of their skulls in unison. Their bodies began to convulse, black foam leaking from the sides of their mouths, bubbling and frothing. They continued to shake violently in place until their bodies went still as corpses. Peter ran to one of them and checked for a pulse. He was dead.

"Damn it!" He cursed, punching the wall. "Making them talk must have triggered some kind of suicide spell. How can I be so stupid?"

He looked at the deathly still bodies that were pinned to the wall. The weirdness wasn't over yet. The bodies slowly turned into dust, blowing away in the warm, summer wind. Whoever this Otto Octavius guy was, he didn't want his people talking. Still, the little information that Peter got spoke volumes. A death curse…

 _Ye Gods._ Peter thought.

He realized that this cult was the one responsible for the kidnappings. For the deaths. With magic, you generally couldn't get something for nothing. There always had to be something "powering" your spell. For the purposes of artifice or runecraft, that object was usually crystallized or liquid ethereum. With sorcery, the power was drawn from within or without. From the Gods or the soul. Death curses were powered by death. A life for a life. The stronger the soul, the more lives had to be taken in order to destroy it. The kidnappings hadn't stopped since Peter heard of them. If anything, they escalated.

They were going to destroy every hero on Earth. That was death magic on a scale Peter hadn't seen before. Even when the Lich King tried to rule Europe, that was death magic on the scale of a continent. Something this powerful wouldn't be able to be done by a normal human. That explained the need fo the Six Wands of Watoomb.

Peter took out his magic mirror and called Cindy.

"Yes?" She answered quickly. "Peter, do you know what time it is?"

"Yes." Peter said. "I was just attacked by members of the Brotherhood of Dagon. They gave me a little snippet of Otto's plans."

Cindy went silent for a moment. "Come over." 

* * *

For some reason, it hadn't occurred to Peter that Cindy Moon lived _anywhere._ In the back of his mind, she was always some immutable being without the need to eat or sleep. Maybe it was because of how disciplined and robotic she seemed at times. Now that Peter thought about it, however, it seemed rather ridiculous. Peter swung instead of taking the Lightning Rail, which allowed him to gather his thoughts. As the brilliant lights of Chinatown shone around him, he thought about just what he'd gotten into. This was a plot to destroy the world, essentially leave it defenseless. What kind of person would do such a thing?

Who was Otto Octavius? What were his motivations? Peter knew, for one, that he was the bastard that killed his father. That was enough to make Peter angry, to get his blood boiling and send him into a rage. But he knew this was bigger than that, bigger than even the Order of the Spider. What was it that the Brotherhood of Dagon was planning?

Peter landed on the rooftop of Cindy's apartment complex. She sat at the edge, waiting for him. This was the first time Peter saw Cindy in any context other than school or the College. She looked more...tired, human, as if her guard was finally down. She was clad in pajama pants and a tee shirt, with a cardigan to protect her from the slightly chilly air. Peter sat beside her, looking out to the busy city streets below. Chinatown was beautiful, but also a million times more dangerous than his own neighborhood. If Cindy grew up here, then it was no wonder that she was so tough.

"It's been a pretty crazy night." Peter started.

"I've heard." Cindy mused. "What is the Brotherhood's plan?"

He told her what the cultist told him. Cindy's brow furrowed when he went over some of the details. He could tell she was thinking.

"Well...it makes sense." She muttered. "A death curse to erase us all...while they herald the arrival of their lord."

"Any idea who their lord may be?" Peter asked.

"We have...theories. In the books that hadn't been destroyed, I've read about beings of infinite dimensions, beings which transcend mortal comprehension."

Peter tilted his head. "Infinite dimensions?"

Cindy nodded. "I have a suspicion that it's one of those beings that they wish to bring. Their bodies are all over the universe, either sealed away or sleeping, only capable of being awakened with powerful magic."

"What are these things? What are they called?"

"The Starspawned Lords." Cindy said. "Beings that inhabited the void before this universe had been created. Before Eternity had been born, they lurked in the cold corpse of the previous universe."

Peter went silent. Alien, incomprehensible beings that were impossibly old and powerful? How was he supposed to fight that? Yes, he was the Master of Mystic Arts, but he seemed terribly inexperienced at everything that wasn't the Way of the Spider. What was he going to do? Web the thing until it decided to go back to bed?

"How do we beat it?" He asked.

"We don't." Cindy replied grimly. "If they are ever to awaken one of the Starspawned Lords, this planet - possibly the entire universe - would be doomed."

"O-Oh…"

"Which is why we have to prevent the Brotherhood from awakening it." Cindy said, standing up. "If anything, this gives me greater conviction on what must be done. We have to prevent the Black Cat from stealing the final Wand of Watoomb. At all costs."

"Agreed." Peter said, standing up with her.

Cindy looked up at Peter and sighed. He could see the slightest, infinitesimal softening of her expression. It was a major improvement from the general look of disappointment she'd been giving him lately. He was beginning to feel like a failure himself, a failure of a sorcerer supreme and a failure of a hero. He couldn't even keep a thief from stealing something. How was he going to keep a cult from awakening some ancient entity?

"It's late, Peter." Cindy said. "You should go. People already have bad ideas about us. Wouldn't want to add my father to the list."

Peter stared at Cindy, unable to tell if she was joking or not. Either way, his face was pretty red, so he dove off of the building, his thoughts gloomy as he swung back home.

The grand opening of the Silver Pyramid exhibit in the Wakandan History Museum was something big, big enough to attract virtually every reporter in the history. The Pyramid itself was a prized artifact with Wakanda's Panther Clan, and the fact that they were allowing it to be on display in America was a gesture of goodwill between Wakanda and America. Peter and Cindy arrived to the scene in a massive crowd, dressed as stylish as possible so that the guards would _believe_ they were socialites. Peter wore a form-fitting suit that was, of course, actually his armor. Cindy wore a backless white dress made out of silk, a slit on the side to expose her toned thigh, and high heels that made her as tall as Peter.

"Peter Parker, is that you?!" The voice of Felicia Wyatt came from the crowd. Peter turned his head and saw her walk out from between the people on the arm of Flash Thompson - or, perhaps, Flash Thompson was on _her_ arm. She wore a black dress that straddled the line between classy and sexy quite nicely. The skirt went down to her feet, but was form-fitting, with a corset hugging her waist, and the straps around her arms near her shoulders, leaving her neck and shoulders bare. Flash Thompson was in a plain black suit that he looked absolutely uncomfortable in, making him look like some kind of caged monkey.

"Oh hey, Felicia. Fancy seeing you here." Peter said.

"I didn't know you were the type for high class gatherings." She said in a chimy voice. "You _and_ Cindy Moon too? The plot thickens!"

"What plot?" Peter asked. "We're just here to see the artifact is all."

"Ah, so a nerd thing." She teased. "I see, I see. I suppose we're all here for our reasons. Between you and me, I'm just here to see the _hot_ emperor."

"Hey!" Flash protested.

"Hush, sweetie." She said quickly. "He's royalty. He's probably, like, married or something. Ooh! Here he comes!"

The entire room seemed to be looking towards the entrance as it opened. The guards instructed them to give the Emperor a wide berth as his royal guards walked in. They were four dark-skinned women with red-markings on their face, wielding swords and spears. Each of them were about six foot five at the very least, and they all looked like they could cut Peter in half _casually._

When the Emperor walked in, murmurs rose in the crowd. Emperor T'Challa of Wakanda was clad in a simple pinstriped suit, with a sash that seemed to be made out of lion's hide slung around his shoulder. Everything about this man appeared to be neat, from his perfectly trimmed beard to his short-cropped hair. His features showed the beginnings of age, slightly wrinkled, yet not so much so that youth was completely absent. He also had the build of a linebacker, and cast an extremely intimidating figure. Peter heard the guy was trained in every single martial art in the world and that he even gave the Paladin a run for his money when they met. He couldn't help but be amazed by the guy.

The crowd gathered around him, still giving him a lot of space as he walked to the exhibit, which was at the center of the museum.

"Today is a wonderful day for both the Empire of Wakanda and the United Kingdom of America." He announced to the crowd, his accent soothing and staccato. "As a gesture of goodwill, from my people to yours, we share our history with yours."

Everyone in the room clapped, but Peter was barely paying attention. He and Cindy were keeping their eyes on the surrounding area, trying to see if anything suddenly changes. The Black Cat was a skilled thief, and this would definitely be the perfect time for her to move. The lights in the building suddenly turned off for five seconds. The sounds of the ensuing chaos filled the darkness as those seconds went by, but when the lights turned off, everything seemed to be the same. As the guards checked to see if the Emperor was okay, Peter noticed the difference. He looked to the exhibit that held the Wand of Watoomb. It was empty. The Black Cat managed to slip in and out in a matter of seconds.

"Let's move." Cindy whispered. "She couldn't have left the building this quickly. Not with the security."

And so Peter and Cindy moved through the crowd, beginning what was going to be a very long night. 

* * *

**A/N:** Sorry I didn't upload anything yesterday! Work was a drag and I honestly wasn't in the right head-space to write anyway. Anyway, after the next chapter will begin the final stretch of this fanfiction. I really want to thank you all for reading my bummy writing. It really humbles me to the bottom of my heart that anyone would be interested in the drivel I write.

All feedback is appreciated! This story will definitely not be the last I write about Earth-4129 Peter. So if you guys have any suggestions for villains you'd like for him to face, don't hesitate to let me know!


	10. The Grift

Getting outside of a highly secure museum when people were panicked by the lights going out was about as difficult as one would think. Peter and Cindy had to weave through crowds of moving people and were eventually separated. They met up outside and walked out to the side of the building, hopping over the fence. When Peter landed, his suit transformed into his armor. Cindy's dress transformed similarly, turning into a white bodysuit seemingly made of silk, with a cloth covering her mouth and nose similarly to his.

"Okay, before we continue, we have to give you a codename." Peter said.

Cindy rolled her eyes. "Not now. We are in pursuit of the thief."

"This is some serious business." Peter argued. "I can't just call you Cindy in front of her."

She rolled her eyes. "Call me what you'd like."

"How about...Spider-Girl?"

Cindy scowled. " _Girl?_ Call me Spider- _Woman._ "

"Aye aye, Spider-Girl."

She sighed heavily and began crawling up the wall. "Are you always this annoying?"

"Sorry," Peter said. "The mask goes up, and I can't close my mouth all of the sudden."

Peter crawled to the top of the building with Cindy. He could hear the sound of a door opening, and when they got to the top, they caught Black Cat mid-sprint. The thief stopped since they were in front of her, seemingly not bothered by the both of them.

"Oh! If it isn't the Spider." The Black Cat said, tilting her head curiously. "And you bought a friend? Ooh. She's gorgeous. I _love_ three-ways."

Cindy looked at Peter, her eyes saying, _really?_

Peter nodded.

"No games, Cat." Peter said. "Hand over the wand."

"Cat? Oh, I like it." The thief purred. "Though I prefer...kitten."

"We're not playing around." Cindy said. "You have no idea what you are helping the Brotherhood do."

"See, you say that…" Black Cat said. "But playing is _fun."_

Cindy determined that talking was getting her nowhere, which was absolutely correct. She shot a web at the thief, which she dodged casually. Peter took advantage of her position, shooting another web at the wand. This one connected, and with a quick yank, the Wand of Watoomb was in Peter's hand.

"Hey! Stealing isn't nice!" The Cat said as she charged at Peter. Cindy intercepted her webbing at her feet, which made her stumble forward. The Black Cat gracefully caught herself in a roll, then threw a high kick at Cindy. Cindy saw the attack coming and blocked, and Peter did a follow up attack, coming on the thief's exposed side to throw a punch at her face. She blocked and grabbed Peter by the arm, switching her position so that she could flip him over her shoulder.

Peter hit the ground with a grunt, the wand falling out of his hands. It rolled onto the ground as it fell out, and the Black Cat made a run for it. Cindy ran after the thief, matching her speed and kicking the wand off of the roof. The thief made a sound of frustration as they both dove over the edge, but Cindy caught the wand by shooting a web at it, and then a web at the ledge of the building so she could hang. The Black Cat clung to Cindy, sinking her claws into her shoulder, then she grabbed onto the web and slowly pulled it up to get the wand. Right before she could get it, however, Peter swung by, saying, "Yoink!", grabbing the Wand and landing on a nearby rooftop.

The thief launched herself off of Cindy and towards the rooftop Peter was on. Cindy quickly recovered, shooting a web at the Cat in the hopes of yanking her back. The Cat instead grabbed the web, even though it was moving at roughly the speed of a bullet, and yanked _Cindy_ back, making her fly into the air with her. Cindy landed hard on the rooftop next to Peter, but the thief landed in a crouch, ready to fight.

"Now," She said. "My wand?"

"You mean the _Emperor's_ wand?" Peter challenged.

"Semantics." The thief said. "He likes cats, I like cats. We're practically family."

The Black Cat lunged at Peter, but he saw it coming. He blocked her punch and narrowly dodged her claws; judging by the nasty scars on Cindy's shoulders, he did _not_ want to get caught with those. Behind the thief, Cindy quickly got up, regaining her composure and yanking the thief back with a web. Just before she followed up her clawing with a kick that would undoubtedly knock him off of the building, the Black Cat was yanked back. She used the momentum to spear Cindy, but Cindy was prepared for the attack. She grabbed the Black Cat around the waist, throwing her weight backwards and slamming her to the ground, suplexing her.

The thief was obviously hurt, but she recovered quickly. She wrapped her legs around Cindy's neck, reaching for one of her arms. Cindy kept her arms away from her hands punching the thief repeatedly in her thigh to make her let go. Peter quickly ran in to assist, rolling forward to the thief's side and arresting her arm in an arm bar. The resulting pain made her yelp, resulting in Cindy being free. The thief quickly pulled a reversal, rolling onto her side so that she was on top of Peter, punching at his face repeatedly.

"Sorry to hit the pretty face, handsome." She said as she repeatedly slammed her fist into Peter's face. "I just _really_ need that wand."

The need to guard his face resulted in Peter letting go of the wand, which is exactly what the thief wanted. As soon as he let go, she got off of him, grabbing it and grappling to a higher building.

"After her!" Cindy yelled, launching herself to the other building with her webbing. Peter did the same, aiming specifically at the Black Cat so that he could tackle her in midair. He grabbed onto her as they fell, shooting a web to a higher building so that they'd swing. He slammed the thief into the building with the momentum, clinging to it and trying his hardest to pry it from her.

"Let...go!" Peter strained. "You'll kill us all!"

"I...don't...care!" She snarled, bringing her leg up to reverse their position. The thief sunk her clawed fingers into the building, which allowed her to cling to it just fine. Now she was pinning Peter to a window. She threw a punch, which Peter dodged. When the punch hit the glass, it send them crashing through a window, and into an apartment hallway. Peter fell flat on his back, and the thief got back up, taking a moment to fix her hair.

"You're cute and all, but I _hate_ it when guys are clingy." She said, her voice a little more labored from the fighting. "Now, if you'll excuse me-"

She was cut off by Cindy launching herself through the window, which made the wand slip right out of her hand. The thief landed hard on the ground, and Cindy kept punching her in the gut and the face to keep her from getting back up. Peter took the opportunity, grabbing the wand in midair. Cindy and Peter made a run for it, but Peter heard a frustrated growl behind him. The Black Cat pounced, making Peter fall forward through the window, making them free fall several feet down.

Peter quickly moved his hand up to shoot a web to catch them, but the thief forced his hand down. She then grabbed the wand out of his hand and reached for a flagpole, making her land safely but keeping him falling. Before Peter hit the ground, a web shot at his chest, the web enchanted to absorb the kinetic energy of his fall to keep him from whiplashing right before he fell. The citizens of New York walked by him, apathetic at the superhero literally hanging by a thread.

Cindy dropped beside him, landing in a crouch. The web dissipated, making Peter fall harmlessly onto the ground. He got back up and brushed himself off.

"Do you have the wand?" She asked.

"No." Peter said. "The Cat has it...but where'd she go?"

They looked up and saw her launching herself over the street to the next building. Peter knew they had to stop her before she got to wherever she was going. They sprinted through traffic, vaulting over cars and running up the building.

"We need to web her down. She's too slippery to restrain by normal means. We have to attack as one person." Cindy instructed.

When they got to the top of the building, Peter immediately webbed the thief and pulled himself towards her, Cindy doing the same. The thief growled in obvious frustration and threw a roundhouse kick at Peter's face, but Peter ducked under her foot, webbing the foot that was planted to the ground. This sudden change in the distribution of her weight caused her to stumble, making her fall to her knee. Cindy webbed her entire leg to the ground, binding her. The thief pulled out her grappling gun, presumably aiming to use it to pull her out of the mess, but Peter kicked it out of her hand. Cindy finished the job, webbing her to the ground so she couldn't move.

While the Black Cat was bound there, Peter walked forward and pried the wand out of her hand.

"Thanks for the artifact." He said. "Now, we have a few questions."

"You morons don't know what you're doing!" The thief snarled. "Let me go!"

" _Now_ she loses her cool." Cindy said. "You're in no place to make demands."

"What Spider-Girl over here said." Peter said, pointing his thumb at Cindy.

Cindy gave him a murderous glare.

"You're going to tell us where you're taking the wands." He continued. "If you don't, we're taking you directly to the police station."

While the thief was struggling, she stopped. Peter had the sense that she was smart, if not due to her own intellect, then due to the combined and stored knowledge of all of the thieves she has access to. She knew when she was beat, when she was tired out.

"Th-They have my father…" She muttered.

"What?" Peter asked.

"They have my father, okay?" She spoke up. "That is the only reason I'm getting the damned wands. Without them, they'll kill him."

"Why didn't you tell us? We could help you."

"I'm a thief. A criminal. Why would you help me?"

"Because it's the right thing to do."

Her curious, slit-pupiled eyes gazed at him, a sort of bewilderment evident upon her features. First came confusion, then came disbelief, then came acceptance.

"Okay." She said. "I'll-"

"Mystic Spider," Cindy said, referring to Peter by his alias. "Can we speak for a moment?"

Peter and Cindy walked far away from the thief that they'd be sure that she couldn't hear them.

"Are you insane?!" Cindy hissed.

"What?" Peter demanded. "They have her father. Anyone would go bad to help their family."

"And what makes you think she's telling the truth?"

"Um…"

"Is it because she's attractive? Because she flirts with you, because she seems like a damsel in distress?"

"That has nothing to do with-"

Cindy scoffed. " _Men._ "

Peter rolled his eyes. "Listen, I understand where you're coming from, really, but if she _is_ telling the truth, she can lead us to Otto. We could end this all _tonight._ Get it?"

Cindy sighed. "Fine. And if we get ambushed?"

"Then we'll deal with it." Peter said. "Now, just tru-"

"Are we working together or what?" The thief asked. Cindy and Peter turned around to look at her, seeing that she somehow got herself out of the web restraints that they'd bound her up with.

"I suppose we have no choice, Parker." Cindy muttered. 

* * *

The Black Cat led them to one of the less savory neighborhoods in Brooklyn, the type of place where street alchemists sold manufactured products like Unicorn's Blood or Devil's Root. The thief and the two sorcerers landed on the ground from a lower building in a roll. Peter was letting the thief take the lead forward, the Wand of Watoomb in her hand. It was a huge risk, but he decided he was going to trust her. The plan was to get the middle man between her and Otto to think he's getting the artifact, but then get the drop on him and use the wand to defeat Otto.

Cindy and Peter hid at the side of the house while the Cat knocked on the door. When she opened, a figure clad in black, much like the other cultists Peter had encountered, opened the door.

"Do you have the wand?" He asked. Something was strange with his voice. It sounded muddy and guttural, as if he'd been grunting while speaking.

"Of course, handsome." The thief said, pulling it out of one of her pockets. "This is the last one, right? You'll release my father…?"

"...Come in." Said the cultist.

As they walked in, Peter shot a web between the door and the door hinge to keep it from closing all the way. They sneaked in, quietly climbing onto the walls and then onto the ceiling. Luckily the lights were off, so they were almost perfectly obscured.

"Don't you guys turn on the lights?" The Black Cat asked, nervousness evident in her voice.

"We've no need for light, where we usually reside." The cultist replied. In the back of the living room, there was a closet, a closet from which Peter could hear muffled noises. The cultist opened up the closet and out came a figure that was bound and gagged. His features looked somewhat familiar...but Peter couldn't place his fingers on it. His hair was white from age, but he looked fit enough to hold his own.

It was Walter Hardy. The original Black Cat.

Walter looked up at the current Black Cat with widened eyes, bewilderment all over his expression. It seemed, strangely enough, that he didn't know where he was or how he'd gotten there.

"Did you also bring the Sorcerer Supreme?" The cultist asked.

 _What?_ Peter thought.

"Of course." The thief said. "Right...here!"

Although Peter saw this coming, the Cat was too fast. She spun around and took out her grappling gun, shooting it at Peter. The line wrapped around his hand, and she slammed the rope down, making him fall from the ceiling. Peter was surprised, but the initial shock wore off correctly. Cindy was right. He was stupid. He grabbed the line and pulled her towards him, but she used the momentum to throw a flying punch, sending him crashing down to the floor.

While he recovered, Cindy came down and charged at the thief, but he saw the cultist wave his hand. Suddenly, he saw Cindy's body relax, muscles uncoiling as if she were a sleeping serpent. Cindy fell to the ground, her eyes closed as she fell into deep slumber. Peter got up and tried to take down the cultist, but he did the same before he could even touch him, and Peter felt his body get heavy.

"Sorry, Spider." The thief said, her voice fading. "Family comes first."

And then everything went dark. 

* * *

Peter woke up in a cold cell made of brick. His vision blurred when he opened his eyes, and his body felt weak, much like it did when he was training for Sorcerer Supreme. The feeling of fatigue made his entire body ache, but it was slowly fading away as his strength came back. Before it faded away completely, however, the bars to Peter's cell door opened, and in came the familiar visage of Otto Octavius. He waddled inside, the distribution of weight in his body messed up due to how asymmetrical it was.

Otto glanced at Peter, then grabbed Cindy by the hair. Cindy still seemed to be asleep, but he could see her brows furrow as she was grabbed.

"S-Stop…" Peter said weakly. "Don't...don't touch her…"

Otto laughed an ugly laugh, drool spilling forth from his pale lips as he did so. A glowing blue eye rested on his forehead: the stolen Eye of Agamotto, that which he'd gotten from his father. Somehow, it made him look even more inhuman.

"You'll be unable to stop me, Sorcerer." He barked. "Just accept your fate as I usher in the obliteration of you and your fellow heroes."

"S-Stop!" Peter insisted a little more strongly. He was finally able to get up, but Otto was already outside of the cell, dragging Cindy by her hair as if she were some kind of doll.

"The sacrifice of such a strong sorcerer could very well be the boost needed for the death curse." Otto said. "It is a shame it had to end this way, Sorcerer Supreme."

With that, Otto dragged Cindy down the hall, out of Peter's sight.

Peter pounded the bars madly until he tired himself out, falling to his knees. Tears streamed down his face, his body shaking as he sobbed. He failed again. First, he failed his dad, then he failed his friend, his partner. Cindy was much better at this than him, by all intents and purposes. He couldn't do this without her.

Despair. That's all Peter felt now. Otto had all six Wands of Watoomb now. He had Cindy, and the death of a potential sorcerer supreme would definitely be enough to power the death curse, empowering Otto to destroy all heroes on Earth. What would he do now? What could he possibly do? He'd been the Sorcerer Supreme for less than a year, and already he failed his planet. How was he going to manage to protect an entire reality?

Suddenly, Peter heard the jingling of keys.

He looked up, and the Black Cat opened the cell for him. She rushed in, holding up a potion.

"Drink this." She said.

Peter drank. It wasn't like he had the strength or energy to refuse. The blue liquid set his muscles on fire, made his heart beat with life. He immediately gained all of his strength back. With his newfound strength, he shot a death glare at the Cat, grabbing her by the throat and slamming her into the bars behind her.

"You. Did. This." Peter said through grit teeth.

The thief made choking sounds, but that smug look in her eyes didn't disappear.

"O-Oh Spider...y-you know I like it rough…" She managed.

Peter growled and dropped her, punching the wall in frustration.

"What are you _doing_ here?" He demanded.

"We're working together, remember?" The Black Cat asked. "We're going to take down Otto Octavius."

Peter glared at her. "You expect me to believe you? Were we working together when you punched me in the face?"

"They had my father. What did you want me to do?"

"Your father will die _anyway_ if the world ends!"

"Yes, it was totally self-interested. But I had a plan. I just had to get my father out first."

Peter's hands balled into fists. Maybe it was his anger, maybe it was the adrenaline potion, or maybe it was a combination of both, but he wanted to _destroy_ her at the moment.

"Again, why should I trust you?" He demanded.

In response, the thief lowered her mask.

Peter now understood why Walter Hardy looked so familiar to him now.

Felicia Wyatt looked a lot like her father: the same high cheekbones and small nose, the same soft jawline which, on her, made her look extremely pretty. He recalled being told that Felicia's facial proportions actually perfectly mimicked the golden ratio, which basically made it unfair for every other girl around her.

When the Black Cat lowered her mask, he saw the unmistakable features of Felicia Wyatt - no, Felicia _Hardy._ The idea that the spoiled rich girl from school was actually a master thief that could easily kick Peter's ass was equal parts arousing and terrifying - though, again, that may have just been the adrenaline. Even though the hair was, for some reason, white instead of her usual golden blonde, and her eyes were green with slitted pupils like a cat's, Peter knew Felicia's face. The changed features gave her some kind of bestial beauty.

"There. Now you know who I am." Felicia said. "Do you trust me now?"

Peter knew how big it was to reveal secret identities. He had one himself. If Felicia were revealing herself to him, someone she potentially saw every day...that must have meant she was serious.

"Alright then…" Peter said. "So this was all just an elaborate ruse against the Cult?"

Felicia walked to Peter until she was _very_ close. Peter backed against the wall, but she didn't relent with her violation of his personal space. His face went red, and he tried to focus on _anything else_ other than the way her cleavage popped out of her chest piece when she pressed herself against him.

"Handsome _and_ smart." She purred. "Come on, Spider. I showed you mine...will you show me yours?"

Her finger went up to his mask, but he moved his face away.

"Let's not and say we did." Peter said. "We don't have much time."

Felicia made a pouty expression, which made Peter want to apologize to her and give her everything she wanted. But he reminded himself that his hormones shouldn't be getting in the way when every hero is about to get vaporized.

"What a shame." She said. "Alright, lead the way, Spider."

They both advanced down the hall, taking down any cultist they came across silently. Eventually, the two came across a massive room where corpses were scattered all around the floor. Carved in the walls were strange symbols which Peter could barely recognize, and at the far end was a massive altar where Otto stood. He stood above a stone slab, where the body of Cindy Moon lay. Otto held a dagger above his head, seemingly ready to plunge it into her chest.

"Woah there, pal!" Peter called out. "Did you make sure she consented first?"

The sound of Peter's voice distracted Otto for a second, which is all he needed. He launched himself forward, kicking him into the wall with the force of a speeding car, cracking the stone behind him. Otto released an inhuman sound that only vaguely indicated he was in pain, a black, tar-like fluid spraying forth from his mouth. Peter flipped backward, landing on the altar. Otto swiped his crab-claw at Peter, but Peter dodged by flipping back, grabbing Cindy's body with a web and pulling her towards him.

They landed in a crouch, Felicia taking down one of the cultists that rushed to Otto's defenses.

"ENOUGH OF THIS!" Otto yelled. "KILL THEM! KILL THEM ALL!"

The cultists rushed at Felicia and Peter all at once. There were just two of them, and Peter's hands were full. Meanwhile, at least eighty cultists were coming from various halls in the room, each trained just as well as Peter, each every bit as powerful as he was now.

"Well, we're dead." Peter muttered.

"Oh no." Felicia said, smirking. "We're not."

"What do you mean?" Peter asked.

A powerful beam of multicolored light crashed through the roof, making the cultist hordes near it fly backwards or vaporize on the spot. When the beam disappeared, Peter could see seven heroes standing in a group, one holding a massive warhammer above his head, his eyes glowing with electricity. The Heroes Guild stepped forward, the entire room seemingly freezing as they appeared.

"Heroes!" The Paladin spoke, gripping his shield and sliding it onto his arm. "Assemble!"

It was pure chaos from there. Peter dodged the incoming bolts of black energy, the punches and kicks as he rushed for a safe place to put Cindy. He saw a white streak of energy take down five of the guys that were going to attack him at once, and suddenly the only one standing before him was Quicksilver.

"Give her to me." He said. "We'll keep her safe. Fight with us."

Peter was inclined to trust the guy, so he gave Cindy over. He held her and zipped out of view, coming back mere seconds later. Peter and Quicksilver worked together, taking down seven of the cultists at once - but Quicksilver did most of the work by virtue of being impossibly fast.

Peter had his eyes set on Otto, who calmly walked down the stone staircase that led to his altar. His crab claw widened, and he began to tear the cloak apart that hid his lumpy, misshapen figure. When it was on shreds on the floor, it revealed Otto for what he truly was: a monster.

His bare chest was covered in warts and barnacles, his skin scarred with the same strange symbols he saw on the walls. The crab claw he had for an arm looked horribly misshapen, with the claw proper starting at his elbow bone poking out of his flesh as if the arm were broken. The real terrifying part, however, were the tentacles that sprouted from his black. They were several yards long, wriggling and writhing as if they had minds of their own. At the end of some of the tentacles there were mouths, some had blades, some had eyes, and some were more like the tentacles of an octopus: thick and girthy, with suction cups at the end.

"Come, boy." Otto said, a wicked grin appearing on his maddened features. "Avenge your father."

Peter charged fearlessly, rage bubbling forth on his chest as he remembered all he'd been through up to this point. He felt angry, angry for the death of his father, angry for the way he'd treated Cindy, even angry for them holding Felicia's father captive. He threw a punch that would surely knock his jaw off of its hinges, but the tentacles acted much faster than they had any right to, wrapping around his wrist before he could even reach Otto.

"Allow me to show you the difference between you and I." With that, Otto threw Peter like a ragdoll, making him slam into a nearby stone pillar, making it come crashing down. Before Peter could even get up, a tentacle grabbed his arm, swinging him into a wall repeatedly until he heard something break.

Pain shot up Peter's arm to his shoulder. He knew his arm wasn't supposed to bend that way, and the sight made him nauseous. He tried his best to recover, clinging onto one of the walls, but Otto grabbed him with yet another one of his tentacles, slamming him down to the altar. He tried to get up, but Otto was much too strong. He saw Otto's Eye of Agamotto open up, and suddenly he couldn't move. It was like an invisible force was holding him down.

"This has been a pleasure, young sorcerer, but I believe it is now time to usher the end now." He said, dropping his ceremonial dagger to the ground. His tentacles began to assemble the six Wands of Watoomb, and they combined as if they were never supposed to be apart. The wands combined into a large, golden staff that was about six feet long, a red gem at the top of it, glowing with a strange energy.

Peter looked to the Heroes Guild. None of them seemed to notice this. They were each busy fighting cultists.

"I may have not created enough death to fuel the destruction of _all_ heroes on Earth," Otto said. "But the destruction of just the Heroes Guild should be sufficient."

"No!" Peter said, desperately struggling as he tried to free himself from Otto's psychic hold.

"It is pointless to struggle, sorcerer." Otto said. "You had failed the moment you'd walked into this house. The moment you'd decided to oppose me."

He held up his arms, the Staff of Watoomb glowing as he channeled his will.

"Gods of Death, Plague, and Despair, heed my call!" His voice echoed, the feeling of terrible power permeating the room. The Heroes Guild finally noticed, and they attempted to free themselves from their fights, running towards Otto.

"I offer you the lifeforce of five hundred innocents! Take this offer, and destroy my enemies!"

The Heroes jumped into the air, flying towards Otto, but they seemed to slow down. The Eye of Agamotto was keeping them suspended.

" _ACTA! STRIGA! MALEFICA!"_ Otto chanted.

A shockwave of black energy shook the entire world, and Peter couldn't help but feel intense dread. It was over as quickly as it started, the shadow of death passing through the Heroes Guild like the wind. Peter looked and saw that in the place of his heroes, there were skeletons, flesh and muscle dripping off of them as if it were liquid. Eventually, the skeletons themselves turned into dust, blowing away in the wind, leaving nothing yet.

"You...killed them…" Peter growled. He suddenly felt the invisible weight on his body disappeared, he he immediately lunged towards Otto. Unfortunately, he went right through him, and Otto disappeared. He re-appeared at the far end of the room, smirking up at Peter.

"The end is nigh, boy." He said as he began to disappear again. "I'a Cthulhu."

With that, Otto was gone.

Peter noticed that not only was the entire Heroes Guild reduced to dust, but so too was the entire room. Everybody, save for Felicia, and Cindy who was safe in the corner, had been reduced to dust. Felicia's eyes were widened, and Cindy finally roused from her slumber, looking around.

"Wh-what happened..?" She asked weakly.

"We failed." Peter said, walking down the stairs. "We….failed." 

* * *

**AN:** Alternative title: the Octo Snap. Even though Otto didn't snap...it's a reference to Infinity War, okay?

What Otto said is true. It's the beginning of the end, guys! Will our heroes come back? Will Peter finally save the world?

Also, I want to answer a few questions:

Q: What happens when someone runs out of magical energy?  
A: That's actually going to be shown in a later chapter. Stay tuned.

Q: Is Peter x Cindy going to be the main ship?  
A: Yes and no. There are definitely going to be Peter x Cindy moments, but also Peter x Gwen moments and Peter x Felicia moments. I kind of want to adapt the entirety of Peter Parker's hectic love life into Earth-4129. I don't know if I'll have there be a "main ship" per se.


	11. Aftermath

"Watch your back!"

Cindy saved Peter right as an entire aircar was being thrown at him by a whirlwind. She conjured a portal for it to fall through, making it reappear somewhere else out of harm's way. Peter had seen it coming, but he was a little busy with the Brotherhood of Dagon cultists that were ganging up on him. He was purely on the defensive, blocking and dodging their hits, and projecting web-shields to absorb the black bolts of energy they were hurling at him.

The streets were chaos ever since the Heroes' Guild was wiped out. In the following weeks after Otto had succeeded with his death curse, every single slumlord, criminal, and egomaniac that had their hands on magic or military grade magic decided to enact their "master plan". Sometimes, entire neighborhoods were closed off, having been dominated by gangs or militant groups. New York City was going to Hell, and Peter felt like he and Cindy were one of the only ones keeping it together.

"Thanks!" Peter thanked Cindy, but the moment he glanced at her to do so, he was punched so hard that his jaw went numb. He fell back, his head bouncing off of the wall, making him tumble to the ground. There was a dull pain in his head. He'd been fighting off the cultists all night, he was getting tired.

Cindy wasn't able to back him up. She was busy dealing with a Brotherhood cultist that seemed to be proficient in wind sorcery, conjuring up whirlwinds and tornadoes to throw at her. Cindy was using her magic to mitigate the damage as much as possible. As much as Peter hated to admit it...they were outgunned here.

"Ugh…" Peter grunted, forcing himself to get up. One of the cultists kicked him in the stomach, the wind being knocked out of him. He stood there, unable to move.

"This is the Master of the Mystic Arts?" The cultist taunted, a blade made out of jet black energy forming in his hand. "Pathetic."

Before he could strike, Cindy shot a web at his head and yanked him back, slamming his head into a nearby flagpole. Unfortunately, the momentary lapse in her concentration caused the magical field she'd been projecting around the wind sorcerer to fade. The field shattered, and wind went blowing everywhere explosively, knocking her about eighty feet into the air. Peter knew that if she fell down, there was no question about it: she'd be dead.

"No!" Peter grabbed his cloak and tossed it in the air. One of the runes he'd inscribed activated, and the cloak began to contort as if it were alive. It flew up into the air and wrapped around Cindy, sending her gliding down as if she were a feather. Peter webbed one of the cultists' legs and yanked at it, making him fall right onto his back. A cultist came to kick Peter in the face, but Peter quickly got up, jumping and kicking off of the wall, then using his momentum to punch the cultist on the side of the face, sending him flying into the street light beside him. Peter narrowly dodged a bolt of energy flying at him from behind, and he front-flipped, webbing the cultist behind him to a nearby tree. The cultist that Cindy webbed charged at Peter and tried to stab downward at him, but Peter rolled out of the way, getting back up quickly with his momentum.

The cultist stepped forward and slashed, but Peter dodged. He slashed again at Peter's feet, but Peter leapt forward and rolled over the cultist's shoulders, grabbing his neck mid-roll and using the momentum to slam him to the ground, bringing him down with him. The cultist groaned loudly, but Peter quickly got on top of him, punching him in the face repeatedly until he didn't move anymore.

"Man...these guys are tou-"

One moment Peter was talking, the next he was being tossed into the air by the wind. A small tornado was lifting the wind sorcerer up, pulling Peter towards him. Peter could see his crooked, yellow teeth as he smiled cruelly. Peter was being suspended in midair by the wind now, and he saw the sorcerer make a hand sign. Suddenly, he could feel the air being pulled from his lungs, slowly, just enough to make the gibbering mammal in his brain freak out. Peter couldn't do anything, only squirm as he was essentially forced to slowly exhale all of the air within him.

"Lord Otto will reward me if I bring him your body, boy." The sorcerer spat. "Die in silence."

Before Peter's vision went dark, he saw his cloak dart at the sorcerer like a bullet, engulfing his face. Naturally, the sorcerer panicked, as people tend to do when a piece of cloth begins to wrap around their face. Peter's cloak was like a snake, wrapping around his neck and arms, extending tendril-like appendages to wrap around his fingers. All Peter needed was the hand-sign to change, and then the spell would be broken. Peter felt a sickening _crack_ , and suddenly he dropped to the ground, gasping in air.

"Damned cloak!" The sorcerer growled. "What manner of enchantment is this?!"

Cindy came next. She webbed either side of the sorcerer, using them to give herself momentum as she dropped feet first onto his chest. Like a bullet, she slammed into him, and he was clearly down for the count after that. The wind storm that the sorcerer had summoned died down gradually until everything was normal again. Cindy webbed the sorcerer to the ground, then ran to Peter.

"Peter! Are you alright?" She asked, lowering her mask to reveal her concerned features.

"I-It's Mystic Spider…" Peter said, standing up on wobbly knees. "Nice job, Spider-Girl."

All concern on Cindy's face disappeared, and she rolled her eyes. Peter was sure that _Spider-Girl_ would grow on her. Eventually.

"You moron." She said. "But...you fought well. Thanks for saving me."

Peter waved his hand and his cloak unwrapped itself from the cultist, wrapping itself back around Peter. Because of Manhattan's hot summer weather, the heavy cloak had transformed itself into a thin cape that draped over Peter's shoulders. Ever since the Heroes Guild had disappeared, he'd taken to inscribing even more runes into his Armor. It wasn't on the level of the enchantments the Iron Knight had on his armor, but it was enough to give Peter a few tricks up his sleeve.

"No worries." Peter said. "You saved me too."

Cindy looked around, as if trying to sense if there was anyone else there. Due to her training, it seemed that her precognition had evolved into a heightened sense of awareness. Not only is she able to detect attacks before they come, but she's now able to sense and perceive auras. Peter was still wondering how it was _he_ became the Sorcerer Supreme instead of her.

"Nobody else." She mused. "It looks like our mission was successful."

"Ye Gods, I hope so." Peter muttered. "Ever since the Heroes Guild was destroyed, we've pretty much been forced to join this war with how aggressive the Brotherhood is getting."

"Their attacks are getting less frequent, at the very least." Cindy said, her spider-armor morphing into her street clothes. Peter's armor did the same, morphing into jeans and a tee shirt.

"That just gives me a bad feeling." He mused. "I think they're doing something big...something is coming." 

* * *

"So they're going to summon an ancient God to destroy the world?" Peter asked after Mr. Moon finished his explanation. They were in his office, the office that used to be held by Peter's dad, the former Ancient One. Ever since the war between the Order of the Spider and the Brotherhood of Dagon escalated, Cindy and Peter became the Order's A-Team. All of the other masters had either abandoned ship, died, or went mad due to the Brotherhood's magic. The Order was obviously losing this one...it looked grim.

"Yes, Peter." Mr. Moon said, pushing the old tome towards him. As Peter looked into the contents of the book, he immediately had to fortify his mind, the way he was taught to when learning magic. The contents of the book were simply unholy, sketches of creatures and phantasmagorical beings from other dimensions, beings that took the laws of reality as a mere suggestion box. The words were in a foreign language, but Peter could strangely understand them if he focused. He could hear the words in his head as a whisper, a pull, a promise of greater power…

" _Peter._ "

The voice of Cindy broke Peter out of the black hole his mind had been sucked into. He immediately closed the tome.

"What in the Seven Hells is that?" He demanded.

"The Necronomicon." Mr. Moon said. "Well. _A_ Necronomicon. Normally, the practice of the sorcery instructed within those pages is forbidden. But you, Peter, are the Master of the Mystic Arts. No sorcery is forbidden to you."

"Are you telling me I have to _learn_ this magic?" Peter asked. "This...horrible, cold stuff that makes people go mad?"

"I am saying you have to learn _all_ magic, Parker." Mr. Moon said firmly. "All sorcery, be it necromancy, thaumaturgy, hermetic magic, or chaos magic. You must know it all if you are to defeat Otto Octavius, and prevent him from performing the Call."

Peter went silent.

"Your father held you back." Mr. Moon said. "I regret speaking negatively about him in his place of death...but he did. He didn't allow you the absolute fullest extent of your mystical power because he was afraid you weren't ready. Unlike Cindy, for example, you didn't train your entire life for magic. You are still learning about it, in many ways. Its costs. Its true powers."

"You're right…" Peter admitted. "I'm the Sorcerer Supreme...but Otto defeated me with ease. How am I supposed to take on this Cthulhu... _thing?"_

"Your father was a fool."

" _Watch it."_ Peter warned.

Mr. Moon continued, unperturbed. "What I mean to say is that he operated under a theory that he would always be there to help you, to protect you. He prevented you from being independent as the Sorcerer Supreme...and that was a grave mistake of his."

"I...I think I agree." Peter said. "It was a mistake, and-"

"And you must quickly reach the height of your potential so you can crush the foes of magic." Mr. Moon said. "Come."

* * *

Mr. Moon took Peter back to the Sanctum Sanctorum, where Peter had originally gotten his armor of Anansi. It was strange...after that entire incident, that was the last time he'd ever seen the Sanctum. As they walked down the dark halls, Mr. Moon made a hand sign, and suddenly every torch lit in the room. That's when Peter realized, not only was the Sanctum Sanctorum larger than Peter thought, no - it was entire library. Massive shelves of tomes and grimoires lined in rows as far as the eye could see. Artifacts that Peter only read about and never even heard of were on display: the Philosopher's Stone, Excalibur, the Elixir, Stormbreaker.

"This is all yours, Peter." Mr. Moon explained. "All yours to use in your efforts to guard this universe. To study. These are all the originals."

Peter was in awe at it all. He knew reading it all, memorizing it all would take years. How was he possibly going to do something like that?

"This is a lot…" Peter said. "And I thought I had to cram for my final exam."

"You will, indeed, have to 'cram'." Mr. Moon said, walking to one of the shelves and taking a single book. He placed it in Peter's hands, and Peter had to adjust to its weight. It wasn't heavy, not to Peter, but it was definitely _heavier_ than any book he had to carry. On the front, it said _Book of the Vishanti._

"These are the spells of the Sorcerer Supreme." Mr. Moon explained. "That book contains a thousand of the most powerful spells and rituals in this universe. Imperial Spells, capable of warping the fabric of reality itself."

"Warping reality?" Peter asked. "But that kind of power...it's got to come with a price, right? Magic is all about equivalent exchange."

"Right." Mr. Moon said. "As you know, the spells that you cast come at the cost of spiritual energy. Chi, if you will. Or mana. This is energy you gain back, as the human soul generates this energy naturally, like the body generates heat. These spells though, in this book, require a tremendous amount of energy, to the point where overuse could erase you from existence."

Peter gulped. Not death, no. Over-use of these spells could unravel the very economics of his existence, rendering him deader than dead. It would overwrite reality, erasing his existence from all of space and time until the universe corrects the hole that had been made inside of it. That was some _serious_ power.

"Am I supposed to study all of this…? He asked.

Mr. Moon began to walk down the hall.

"If we are to survive..." He said. "You must." 

* * *

"So, what college are you guys going to?" Harry asked. "You're thinking about it, right? I'm thinking NYU."

"That's generic." Gwen teased. "Well, Stark is offering me education through his internship. I'll be going to his elite university, Fillory."

"Pft. Lucky." Harry said. "My dad is refusing to pay for my college...something about making me live 'in the real world' or something like that, whatever that means. What about you, Peter?"

Peter was currently spaced out. Between all of the studying for final exams, and the studying for magic, and all of the extra crime-fighting he'd been doing to keep the streets safe, he was exhausted.

"Parker!" Harry kicked Peter's seat, startling him.

"Huh?!" He grunted, bewildered.

"Ye Gods...I spooked ya, didn't I?" Harry grinned wide. "Well? What college are you going to?"

"I...hadn't thought of it much, actually." Peter said. "I'm thinking I'll work for a while before I go to college. Live on my own, make my own money...you know?"

"I get where you're coming from." Harry said, shrugging. "My dad didn't go to college, and look at him now. No need to be ashamed of that, Pete."

"I wouldn't say I'm ashamed-"

"It's surprising though, Peter." Gwen interjected. "It's weird that you're not considering college...considering your ambitions and all."

Peter shrugged. Everything around him seemed to go quiet, dropping into background noise as he heard a mental message from Cindy.

 _Meet me after school at Central Park._ She spoke into his mind. _My father said someone arranged to meet us there._

He wondered that was about. Someone meeting them in Central Park? Part of him was paranoid that it was because they wanted to ambush them. It'd be the perfect way to do it: all of those trees, discreet places in case they needed to hide bodies. Maybe he was a little _too_ edge. New York City's crime rate had dramatically increased due to the absence of some of its greatest heroes, but it wasn't yet a lawless wasteland.

"Peter, are you okay?" Gwen asked, concerned. "You're spacing out a lot today...have you been sleeping?"

"You sound like my mom." Peter said, dodging the question.

"Ease up, Gwen." Harry said. "He's probably been studying for final exams 'round the clock like us. Except he hasn't been managing his sleep as well as us."

"Still," Gwen insisted. "Don't push yourself too hard, okay Pete? Maybe we can do a study group tonight. Exams are at the end of the week, we still have time to get on top of this stuff."

Peter knew he wouldn't be able to do that. Tonight, he had to study more of the mystic arts, and then around midnight, him and Cindy were going to follow up on a lead as to where Otto was located. He felt bad for ditching his friends _again_ , but ever since he'd failed to stop the death curse, Peter was just _itching_ for round two. He'd had a lot more in store for the cult leader now.

"Sorry, guys. I can't. I promised Cindy I'd study with her." Peter said.

Gwen raised an eyebrow. "Ah. Cindy again. You guys hang around a lot...I wonder why she never comes to sit with us."

"Hey, Gwen, don't be like that." Harry said. "Maybe she's shy?"

That wasn't true. Cindy was one of the boldest people that Peter knew, if speaking in terms of sheer bravery. No, Peter knew that she didn't want to drag people into this. This was sorcerer business, pure and simple. She'd warned him repeatedly that he was going to have to do the same thing, but Peter couldn't just let go of the friends he had for a long time. No, not Gwen and Harry. And for that, he felt extremely selfish.

Before Peter could come up with an excuse, his eyes turned to Flash Thompson, who sat at the table with Gwen, Peter, and Harry as if they'd been best friends their entire lives. Peter was going to make a smart remark, but he was taken aback by the look on Flash's face. He looked...haunted. Troubled. Lost. Peter knew why. A week after the death curse, Felicia Wyatt had been reported missing, without a trace of where she went. Peter felt horrible, because he knew _why_ she was missing. Ever since she'd revealed herself to in fact be Felicia _Hardy_ , it seemed that she was going off with her father, finding out who she was, what being the Black Cat meant.

Unfortunately, that means she ghosted everyone in her "normal" life. Including her boyfriend.

"Flash-"

Flash cut off Peter, lifting his hand. Initially, Peter thought he was going to hit him, but he eased once Flash lowered his hand.

"Shut it. I'm only sitting here because I don't want to be around my asshole friends." He said flatly. "Just...keep talking to each other. Lemme eat in peace."

For once, Peter actually felt bad for the guy. He may have been tormenting Peter for all of high school, he was still a human being. And if you were with someone like Felicia, and she suddenly disappeared on you, well...anyone would be pretty distraught. He didn't know how serious their relationship was, but if someone like Cindy or Gwen did the same to him…

"Flash, I know we've had our differences but…" Peter said, patting Flash's shoulder. "She'll come back. I'm sure she's fine."

 _She'll come back._ He thought. _Another lie, Pete._

The lies had been racking up since the fall. Eventually, Peter figured he'd lose track of them all. But he'd find a way to figure it out for himself, right?

There was a period of awkward silence at the table, silence so thick that it could be cut with a knife. The bell rang before anyone spoke up. 

* * *

"So what are we doing here?" Peter asked Cindy, leaning against the railing of the Central Park bridge. Below, the horses walked along the trail, with paying customers riding in the carriages. It was a hot summer day and Peter had been sweating his butt off. If he didn't _have_ to stand under the glaring hot sun, he didn't want to.

Cindy looked just as antsy.

"I've been contacted by Black Chamber." She explained.

Peter's heart skipped a beat.

" _What?_ " He hissed. "They're like, deep, _deep_ government. How do they know about this? Are we getting arrested?"

"No." Cindy said. "It was explained that we weren't arrested or in any legal trouble."

"Who explained that?"

"That would be me." Said a voice out of Peter's sight.

Cindy and Peter turned to see a man clad in all black, with an armored leather duster on. How he wasn't having a stroke was beyond Peter. Next to him was a shorter woman, her blonde hair done up into a loose bun. In contrast to the man, she wore all white. The man was darker skin, his face harshly scarred and wrinkled, which along with the eyepatch over his left eye, made him look somewhere between a hardened warrior and a supervillain. There was a sword sheathed on his back, one that was almost as big as he was, and a wand holstered on his leg. The woman was similarly armed, minus the sword.

"Hello, Peter Parker, Cindy Moon." The man began, showing immediately that he knew things he shouldn't know. "I am Sir Nicholas Fury, Director of His Majesty's Black Chamber. This is Sharon Carter. If you both will come with us, we will not arrest you for the practice of sorcery." 

* * *

**AN:** Sorry for the lack of chapters today! Life had really been doing a number on me lately. But I'm back, and we should be back to our regularly scheduled writing


	12. The Tunnel Network

Peter had no idea that, floating above New York, there was a massive airship that was just about the size of the city itself. Fury and Carter teleported them to their airbase, which they called Earth's Gate. It was a huge complex, essentially a city unto itself, a city that seemed to be preparing for war. It resided above the clouds, where the air should be too thin to breathe, but Peter could breathe just fine. If the airbase was running an enchantment of _that_ scale, there had to be some serious power behind this place.

"Follow us." Fury instructed.

Cindy and Peter followed him, not being in any position to refuse what the Director was saying. They walked into a massive dome-shaped building. Inside, various agents of Black Chamber rushed around, briefing themselves on various missions as they walked. There was a certain desperation, a rush to the hustle around Earth's Gate. It made Peter think they were getting ready for something.

"You guys think the Brotherhood is planning something too, huh?" He guessed. "That's why everyone is preparing for war."

Nick Fury looked at Sharon Carter, who looked back at him.

"We _know_ the Brotherhood is planning something." She answered for him. "That is actually why we brought you up here. Needless to say, the existence of this airbase is highly classified and speaking of it to civilians is a felony."

"You guys sure love your threats." Peter mumbled.

"Are you employing our help because the Heroes Guild had perished?" Cindy asked.

"Unfortunately, yes." Nick said. "We do not usually call upon the help of sorcerers, due to the legal status of sorcery, but we are entitled to bend a few rules in the name of national security."

Which meant, Peter knew, that what they were doing was illegal. He wouldn't be worried about that, if it weren't for the fact that he knew what that meant. He'd seen spy movies before; if they were doing something illegal, that means nobody was monitoring or keeping track of the operation. It made him wonder if there really was any check against Black Chamber at all...either way, he was glad that he wasn't on their bad side. They could easily have him executed for the practice of sorcery.

"Okay...what do you need us to do?" Peter asked.

Nick and Sharon took Cindy and Peter to a large room that had a massive window, which overlooked the rest of Earth's Gate. Various Black Chamber agents sat in magical circles in rows at the back, holographic interfaces showing up around them as they connected to the Plane of Knowledge, and through that setting up some sort of psionic surveillance network all around the world. At the center of the room, there was a circular dip like an amphitheatre, and the ground at the center glowed with an ethereal blue light.

"The Brotherhood of Dagon is employing a form of sorcery that was identified by Wanda Maximoff as 'Outer Sorcery'. Do you two know about it?" Fury asked.

Cindy nodded. "Yes. Calling it sorcery, however, is a misnomer. Sorcery is the practice of magic from within, using your soul as an extension of your will to make projections of your mind become truth, rewriting the code of reality if you will. But Outer Sorcery calls upon energies from without, energies that are fundamentally antithetical to all existence in this material plane."

Fury rubbed his chin, deep in thought.

"Can you find a way to nullify it? Counter it?" He asked them.

Cindy and Peter shook their heads quickly in unison.

"It's a little complicated." Peter said.

"Simplify it." Fury said.

"Well," Peter said. "When you're countering a form of magic, you have to find its cosmological opposite. Chaos Magic is countered by Order, Necromancy is countered by Animancy, Mentalism countered by Life Magic, so on and so forth. But Outer Sorcery is like the number zero. It has no opposite. Opposites are defined by their elemental force, but Outer Sorcery _has_ no elemental force."

"So nothing can be done?" Sharon remarked coldly.

"I wouldn't say that." Peter said quickly.

"While we cannot nullify Outer Sorcery at all, we can counteract its _effects._ " Cindy pitched in. "The effects of a spell are simply the results of how an idea manifests in reality. When we cast a spell that creates a fireball, it creates the effect of heat because that is reality filling in the blanks. It is what fire supposed to be - hot. Outer Sorcery causes madness because of the fact that reality cannot fill in the blanks for its effects. They are unnatural, so the mind struggles to fully understand it."

"How do you counteract it's effects?" Nick asked.

"Well, that's a different animal." Peter said. "If there's a specific spell or effect we're counteracting...we'll need components of the spell to establish a sympathetic connection."

"Components are the physical element of a spell." Cindy explained further. "It can be anything. An object, an incantation, or a hand sign. It is usually what focuses the spell into physical form. Back to the fireball example, you can say an incantation or make a hand sign that symbolizes the presence of the fire in reality, that way your thought has a vehicle to transition from your mind to reality. When we've been fighting the Brotherhood, we hadn't been seeing them actually create any hand signs...which has to mean that they're all sharing a focus. It's common for cults."

"So what you're saying," Nick summarized. "Is you can counter the effects of their magic...you just need to find their focus?"

"Pretty much." Peter confirmed. "We need a small piece of it so we can construct a protection charm. Once we find that focus, and then the charm...well, we'll be able to conjure a decent protection against their sorcery for you."

Fury looked at Sharon, who once again looked at him.

"We've found where Octavius is." She said. "However, we can't properly infiltrate. The place has wards and enchantments so powerful that almost everybody that entered the island had their mind immediately shattered. If we're going to infiltrate, we need that protection charm."

"Almost everybody?" Peter asked.

"We have an agent that we had join the cult months back to give us information." Fury explained. "Prolonged exposure to their magics has given her a resistance to their madness spells, as it had with the cult members proper. We still have to get her out of there, as we don't know the extent of this resistance. And now with how Otto destroyed the Guild...well, now the Prime Minister is pushing us to be more aggressive."

 _The Prime Minister had to push you?_ Peter thought.

"So you want us to project a protection charm for the infiltrating team." Cindy surmised. "We can do that...but we'll need help finding their focus."

"And if it is on the island we can't set foot on?" Sharon asked.

Peter shook his head firmly.

"If this focus is powerful enough to give what has to be hundreds of cult members enough juice to take on master sorcerers like Cindy and I, then it would have to be _very_ far away from any of them." He said. "It would be like standing near the sun. Especially with outer sorcery, the exposure would just be too much. It would have to be far away from Otto's base of operations. Beneath ground, maybe."

"We'll look beneath ground, then." Nick said. "It's likely we'll have a location by tomorrow. We'll stay in touch."

Cindy and Peter were teleported back to Central Park before they could respond. People walked past them, giving them strange and bewildered stares, since the two had just appeared out of nowhere. Peter sighed and leaned over the railing, looking at the city in the distance. It looked peaceful from where he was standing...but he knew that the city was damn near on fire. If the Brotherhood was really planning something big, he had to stop it. And the only way to stop it was through Black Chamber.

"We're in bed with the government now, I guess." Cindy said, sighing right after Peter.

"Great." Peter said dryly. "One of my bottom three things I'd like to be in bed with."

"How do you feel about this?" Cindy asked. "Do you think we can trust them?"

"I think we have no choice. They have every opportunity and ability to screw us over...and they seem to have the only lead. The Order of the Spider has been looking forever...they seemed to have it all figured out already. So we should get to constructing this protection charm."

"I suppose you're right...I'll tell my father about what happened. He may want to reconsider the attack planned tonight once I tell him the news."

Peter nodded. "Project to me when you speak to him. Tell me what happens."

Cindy nodded. "I'll see you tomorrow."

"See ya." Peter said. 

* * *

Peter decided he'd take the scenic route home. That is, instead of paying the again increased fee at the lightning rail station, he'd swing around. As soon as he found an alleyway that didn't have a lot of people, he changed into his costume and ran up the nearest building, taking off into the air and swinging through the city. The familiar feeling of butterflies buzzed within his stomach as he swung from web to web, and as he soared above the city below, he was deep in thought. Otto Octavius destroyed the Heroes Guild, and seemed to be pretty close to destroying Peter's city by virtue of that. He killed Peter's father...and while it was a little easier to deal with, because Peter had mourned the death of his adopted father before, it left a bitter taste in his mouth every time he said Otto Octavius.

Whenever he thought about it, there was deep, lingering anger from within him. He never looked into it, never allowed him to feel what he was meant to feel. It scared him, to be honest. Peter shuddered at the idea of killing, and yet he knew that as a hero, he may be forced to do exactly that eventually. What if he encounters a bad guy that can't be rehabilitated? And what was he going to do with Otto? That name again, whenever Peter's mind repeated that cursed name, Peter felt his chest tighten. What was he going to do? Otto was obviously driven mad by his practice of outer sorcery. If only he knew why Octavius was like this, what happened to him…

Just as Peter was thinking, he saw a figure on a nearby building. Otto Octavius stared right at him from the top, and Peter's blood immediately began to pump. He dropped from the web he was swinging on and allowed himself to fall, then he webbed the ledge of the building and pulled himself up, zipping and straightening his body so that it would be like a bullet. The world around him blurred as he flew right towards Otto…

...Only to go right through him. Peter tried to control his momentum, landing in a roll, but he ended up crashing into the door. He grunted loudly...that was definitely going to be sore in the morning.

"Greetings, sorcerer supreme." Otto said, his astral projection turning around to face Peter. "It is tragic that you did not know this was an astral projection...then again, you fall below many of my expectations."

Peter balled his fist. "Oh no. Whatever will I do?"

Otto's inhuman eyes narrowed.

"We have much to talk about, boy." He said.

"Do we?" Peter asked. "Only thing we need to talk about, really, is me breaking your legs."

"Ye Gods, boy. You are a sorcerer. Do not be a brute." He chided. "No...I have come to talk about your destiny."

"See, you say you're not here to talk about me breaking your legs...but then you say you're here to talk about my destiny, as if they're not the same thing."

Otto stared at Peter blankly.

"Don't stop on my accord." Peter said. "Continue."

"You serve a great role in the overthrowing of the cosmic order." He continued. "Without you, sorcerer supreme, the Call cannot be performed. Your blood must be spilled in order to awaken the Sleeper Beneath the Waves."

Peter's heart dropped. Otto needed him to summon his master...if he went to the island that Otto called his base, he'd be falling right into his trap.

"No." Peter said. "No, I'm not playing into your insane little ritual. You're _mad_ , Otto. The magic you practice is anathema to all existence!"

"The magic I practice is _freedom_ , Parker!" Otto growled. "It is _knowledge._ Knowledge hidden and kept from us by the mage orders that supposedly represent wisdom! No...I now have access to true wisdom. My mind has been set free!"

"You've been driven insane!"

"And in my madness, I am _free_." Otto hissed. "I am close to apotheosis, freedom from this physical form to one that resembles my master's. When Cthulhu awakens, he will assimilate us all into himself and we will all be free. We will finally achieve perfection, transcending the flawed designs of our hidden bodies. Just look at me."

Otto cast off his cloak, revealing the long, wriggling tentacles that came from his back. His warted body was soaked, despite being an astral projection. Otto barely looked human at this point, and his form seemed to distort every time Peter saw him, and his presence more terrible. Even though this was just an astral projection, Peter could feel the thick, terrible aura of his magic.

"If I so wanted, I could shatter your mind." He said. "I could implant a thought in your head, compelling you to kill every last one of your loved ones. I could rewrite your life, make you my minion, dominate this entire world...but no. The stars will be right soon. You _will_ come. And your blood _will_ spill. Do not be the coward your father was."

Peter stood up, his fists clenching. Magic circles formed over his knuckles as he prepared to hurl a spell. He was strong enough. He knew he could at least hurt Otto, even in astral form.

"Searing Beam of the Purple Dimension!" Peter called out. He made a handsign, and a purple beam of energy shot out, slamming right into Otto. The beam seemed to cause him intense agony, and he disappeared.

"That's right." Peter said. "I know new tricks now. I'm coming for you Otto. And it isn't _my_ blood that'll be spilled." 

* * *

The next day, Cindy and Peter waited at Central Park again. Keeping to his word, Fury seemed to have found Otto's focus in just under twenty-four hours, which spoke _volumes_ about how efficient his surveillance network was. It was shortly after they met that Sharon Carter came from the crowd.

"Good afternoon." She greeted them in a neutral tone. "As Fury had told you, we've found the location of your focus."

She handed Peter a paper, and Peter took a look. It was a map of the series of underground tunnels that was beneath the city. When the United American Kingdoms declared war against the British Empire, part of their strategy was to use geomancy, creating underground tunnels to divert the ley lines to starve the British's magic reserves. The tunnels stayed, and a few adventurous colonists decided to settle. As one could imagine, there were issues with living underground. It was a largely abandoned project, and the colonists left. Legend has it that some are still there today, hidden in tribal societies away from the "surface world".

The entire idea creeped Peter out.

"Do you guys have a specific location?" Peter asked.

"No. Sorry." Sharon said. "Will you be able to do it?"

It wasn't like Peter could say "no".

"We can." Peter sighed. "We'll get to it right away. How do we contact you once we've got it?"

Sharon held out her hand expectantly, and Peter gave her his hand. She took out a pen and inscribed a rune on his palm, and did the same thing to Cindy.

"Communicate with us through that. It'll last for twenty four hours." She said. "Once you have it, we'll extract you from the tunnel network. The layout is constantly shifting, so it's easy to get lost. Any questions?"

Cindy and Peter shook their heads.

"Good." She said. "I'll see you later." 

* * *

That night, Peter and Cindy met up in Harlem. There was a certain man hole that was always the only for-sure entrance to the tunnel network that stayed consistent. Since the layout of the tunnel network was constantly changing, where the location "was" was never really consistent. At various ley line nodes throughout the east coast, one could simply walk through a door and end up in the tunnel network. As one might imagine, there were quite a few horror stories about that. Since the ley lines of the planet were constantly shifting and moving, the tunnel network had been enchanted to reflect that. The entire purpose of the network was to cause physical changes deep within the earth to divert the flow of magic. In New York City, it wasn't as bad due to the revolution not having any battles in or near it. In places like Delaware, however, things were bad.

Peter and Cindy dropped through the manhole, into the sewers below. The foul smell of sewage filled Peter's nose, making it difficult to breathe. The environmental protection rune on his mask activated shortly after that, however, filtering out the smell and making it as if he were breathing normal air. He still felt dizzy, so he had to lean against the wall to regain his bearings.

"Don't die yet." Cindy said. "We've yet to even reach the tunnels."

"Ye of little faith." Peter groaned. "I'm fine. Just not used to smelling human waste and dirty water is all."

Peter threw up a hand sign, conjuring an orb of light to illuminate the way. There was no map of the sewer system they could make use of, so Peter had to apply quick divination. Luckily, the ley lines were something easy to detect, and since the tunnels would be something _affecting_ the ley lines, they'd be as easy. As they walked through the sewers, Peter saw distortions of the planet's natural flow of magical energy in his mind's eye. He followed them, and eventually they came across an isolated part of the sewer system in which there was a massive hole.

Despite the hole, there didn't seem to be any water leaking out from the network proper into it. In fact, the sewer network didn't interact with it at all, as if they were in two isolated locations in space. Peter extended his mystical senses, seeing in his mind's eye the curvature of the magical distortion around the hole. It was similar to a portal to another dimension, but energy didn't flow like it would a portal. It was almost like it led into a pocket dimension, another space that was marginally connected to the space outside.

From what Peter knew, this _wasn't_ how the tunnel networks were supposed to be. While they were otherworldly, they very much occupied the same dimensional space. As he continued to sense the distortion, he felt a thick, and foul energy. When he exposed himself to it, a small pain developed in the back of his head, swelling and getting more intense, until his brain was on fire, and his mind steadily became a gibbering mess. He immediately withdrew, his knees buckling from under him, making him fall to the ground.

"What happened?!" Cindy asked, rushing to his side.

"I think the Brotherhood's focus is distorting reality down there." Peter explained, gathering his thoughts and putting up metal defenses to guard from the distortions. "If we don't weaken it at the very least, then something serious might happen."

"All the more reason to go down." Cindy said. "Let's go."

They descended down into the tunnel, slowly dropping using a web line they'd attached to the roof of the sewer tunnel. When they were down, Peter took a moment to extend his precognition. He didn't foresee any immediate danger, so they went deeper into the tunnels. Cindy and Peter extended their magical senses, specifically following the curvature of the distortion so that they could find the source. As they went deeper, Peter could sense the foul energy getting stronger and stronger.

"Peter, something is coming." Cindy warned.

Peter's precognition kicked in. He foresaw three massive creatures that he could only describe as giant mole rats with tentacles on their faces coming out of the tunnel. He saw them jumping on him when he took a few steps forward, tearing him apart. This made Peter stop, of course. He willed the magic light to go ahead of them, getting more and more intense the further away it went until the entire tunnel was clearly lit.

"I know." Peter said. "Ready?"

They both conjured their weapons and advanced on. Just like in Peter's vision, a massive mole-rat like creature came from beneath him, and he dodged out of the way as a maw of teeth attempted to snap up at him. Mid-backflip, Peter webbed the creature and, as he landed, tried to pull it down with all of his strength. The creature bucked and writhed in a bewildered fashion, which was unfortunate because the thing was about as heavy as a bus. Peter was strong, but he wasn't _that_ strong. He would've went flailing behind the thing, but he stopped himself, using his sorcery to will the earth beneath him to grab his feet.

He couldn't concentrate very well, so he couldn't make a very good grounding spell. Stones and dirt wrapped around his feet, but eventually broke apart as the beast threw its head back in an attempt to throw Peter off. It worked, and he slammed against the ceiling with the force of a speeding car, which definitely resulted in a concussion. The pain forced him to let go of the web line, and he would've dropped right on his head if it weren't for his cloak activating, making him hover down.

Cindy tried next. She held her hands together, then made the hand sign for generating a web, except the fingers that were normally down between her pointer and pinky finger were laced together. At her fingertips, a blueish-pink energy built up, and she shot a beam of webbing at the beast. The webbing this time wasn't solid - no, it was superheated, almost liquid and plasma-like, blazing through the air at the speed of a bullet. It burned through the beast's flesh, spreading about its skin like a living organism, wrapping around its body and restricting its movement as it proceeded to sear its skin. Peter recovered fairly quickly and saw his opportunity. He charged, sprinting towards the beast and threw his staff.

The staff extended to the size of a telephone pole and wrapped around the beast three times over, further restricting it. Cindy and Peter strained as they tried to maintain control of their spells, with the creature flailing and struggling about. Peter foresaw it breaking free from the spell and regenerating from its wounds, then proceeding to rush them and overwhelm them while they were in a weakened state from their constructs being broken. He had to keep that from happening. Focusing an effort of will, Peter used his construct to further wrap around the monster, and then lifted him with his mind.

"One mutated beast cannonball, coming right up!" He said through grit teeth. He weaponized his will, turning it into pure force with his mind. An invisible wave of force burst forth from him, directed as a beam. It collided with the beast and sent him flying like an oversized, ugly bullet, making him collide with the tunnel wall with such force that he broke through it, leaving a gaping hole in the space the wall used to occupy. The beast fell into what seemed like infinite darkness, disappearing into the abyss below.

"What the hell _was_ that?" Cindy demanded, wiping beads of sweat that formed on her forehead away.

"I'm thinking the distortions from the focus is mutating the local fauna." Peter guessed. "I learned in Natural Philosophy that strong magical energies can cause mutations, especially if they originate from other dimensions."

"Right." Cindy said. "That makes sense. Hey, you were unusually quiet during the fight. You usually cannot shut up when fighting enemies. Why so quiet?"

Peter shrugged. "Some overgrown reject from _Rampage_ isn't going to understand my quips. I'll look stupid if I make jokes about a giant mole rat. Then what'll happen? We have a brand to protect, Spider-Girl."

Cindy narrowed her eyes. "Forget that I asked."

They both walked to the hole that Peter had formed, looking outside. Apparently, beyond the hole wasn't more dirt. No, beyond the hole was something completely different. Peter looked out and saw a vast, nigh-endless void, with islands of dirt and rock just floating, suspended in midair at various heights. He saw stranger things, even; some of the islands turned in on themselves, jumbled into abnormal and geometrically impossible shapes, squares that moved in all dimensions, triangles that inverted on themselves.

"Yep. There's definitely something eldritch going on here." Peter said.

"You think?" Cindy sniped back.

"Well...let's get going. I can sense the distortions deeper down."

Together, Cindy and Peter dove down out of the tunnel, into the abyss below. 

* * *

**AN:** Sorry it took so long to get this chapter out! I was writing it, and then wasn't feeling it near the end. So I thought of another direction to go in and then continued writing. I thought I'd use this chapter as an opportunity to show how Peter is growing as a sorcerer, that he can now do more than the typical Spider Totem powers afforded to him by the Arachnocracy. So yeah! He isn't quite at Doctor Strange levels yet, that'll have to come with time.


	13. Calypso

Peter and Cindy fell for what felt like an eternity. There seemed to be no end to the darkness that had opened below them, no end to the infinite expanse of nothingness. Peter realized that, if there _was_ a bottom, the velocity would turn his and Cindy's bones to liquid as soon as they hit it. He didn't want that. It seemed that he came to that realization too late, however, because the "bottom" was coming down at them _fast_.

"Peter, do something!" Cindy chided at him.

"I'm workin' on it!" Peter said. He pressed his palms to his chest, then laced his fingers together - the gesture that activated the runes on his cloak. The cloak materialized behind him, glowing with his blue-purple aura. It expanded, wrapping around Cindy and spreading out. The cloak continued to expand until they formed wing-like appendages, which caught the air and immediately slowed their fall, as if it were a parachute.

When they hit the ground, it was less of a bone-shattering impact and more of a "they would have broken their legs if they didn't land in a roll" impact. Peter's cloak disappeared as they rolled back onto their feet, and he sighed in relief.

"I never thought I'd say this, but…" Cindy said. "Thank the Gods for runesmithing."

"Thank _Lord Howard Stark_ , you mean." Peter corrected. "But I mean, I guess you can say he's a god."

Cindy rolled her eyes. "Where are we?"

Peter looked ahead. As far as he could tell, they were on a much larger version of the floating rock platforms above. While those were the size of football fields, this one seemed to be about the size of a large skyscraper. Ahead was a thin road that led to a massive arch, and beyond that, Peter couldn't see anything.

"No idea." Peter said. "But can you sense that? The distortions are ahead. We must be close to the focus."

They advanced ahead, balancing on the road that connected one side of the island they were on to the other. When they walked through the arch, they ended up somewhere completely different. As far as they could tell, they'd been transported to a massive cave. Strange carvings were along the walls, symbols that caused Peter's mind to do nervous, gibbering backflips if he looked directly at them, so he decided to keep his gaze ahead. As they advanced through the cave, they came across a room of Brotherhood cultists, sat on various pillars of rock with their eyes closed. They seemed to be deep in meditation. Unlike the cultists that Peter had previously encountered, they had strange paintings of black rings around their eyes, which extended across their face like tentacles.

As soon as Peter and Cindy entered, they opened their eyes, looking directly at them.

"Hello?" Peter asked. "Uh...Jeff told me that D&D was being hosted down here, but um...I didn't know costumes were mandatory."

"Interloper!" One of them hissed.

"C'mon." Peter shot back. "Can you even _spell_ that?"

They floated off of their pillars, green-black auras surrounding them. One of them shot a beam of black energy at Peter, but he ducked backwards, webbing a rock behind him and spinning, bringing the rock around and slamming into the cultist's side. The rock shattered with how hard it was slammed into the cultist, and sent his body flying into the stone wall at his side. Cindy vaulted over Peter while he was in a crouched position, projecting a shield made out of webbing to block one of the beams of energy that were shot forth from one of the cultists. It was obvious to her that they had an advantage at range, but judging by how thin they were, they _only_ focused on magic.

She sprinted to one of them, her shield shattering from another beam of energy. She discarded the shattered pieces of her magic, hopping onto the nearby wall and running at the side. The cultist shot another beam at her, but she jumped at the last minute, and instead stone shrapnel went flying everywhere. Cindy landed on the man's shoulders, wrapping her thighs around his neck and throwing her weight forward, making them both flip. Cindy landed on her back, and now she had the cultist down too. She had him in an arm bar.

Another cultist took the opportunity to aim a blast at Cindy, but Peter webbed his hand while he aimed, pulling him towards him. Peter hopped up as he came towards him, landing in a punch directly at the top of his head, which ended with the cultist being floored. His precognition picked up a blast being shot at him in a few seconds, so he dodged, and instead the blast got a cultist that charged at him with a green ball of energy that suspiciously looked like it was going to explode. When it fell to the ground, it did exactly that, but Peter was mid-dodge, so he couldn't move. The force sent him flying backwards into a pillar of rock, which collapsed, making the pieces fall directly on Peter.

Cindy released the cultist she had and sprinted towards Peter to aid him, but she was blocked off by a wall of stone that suddenly protruded in front of her. She hopped onto it to crawl onto it, but the stone floated into the air, turning onto the side she was on. Her precognition picked up that it was going to slam down to the ground, so she narrowly jumped off, landing in a roll right before the stone slammed downward, shattering with the sheer force of its movement.

 _Okay._ Cindy thought. _They're sorcerers...but good ones._

She barely dodged a ball of energy speeding forth at her, and her precognition picked up it exploding on impact. She was in the air from her dodge, so she couldn't move any further, but Peter blocked the energy shockwave with a web-shield similar to her own. He'd gotten out of the pile of rocks he was under, covered in thick coatings of hardened webbing that covered his entire head, which protected him from the impact of the rocks.

"Um, I'm pretty sure you guys are cheating." Peter said. "You can only use death beam once per day!"

The cultists were unamused. They continued to blast them with their beams of energy, which Cindy and Peter danced around in unison. Cindy descended on one of the cultists with a drop kick that sent him flying, and Peter was right behind him, catching him and wrapping his arms around his waist, using the momentum to German suplex him. He did a backflip over the cultist's unconscious body to dodge another beam of energy. The cultist was going to shoot another beam at Peter, but was immediately stopped by the wad of thick webbing - shot by Cindy - which collided with his face so heavily that he fell over. Instead the beam went flying in a random direction, bouncing all over the walls until it randomly hit Peter.

Peter was ready for it. He opened his soul, receiving the energy to make himself a conduit. The foul power coursed through his veins, reaching his very soul in an attempt to corrupt it. He resisted, closing his eyes and allowing the thoughts to flow through his mind. He knew how to withstand attacks to his soul; the more he resisted, the worse it would be for him. The whispers quieted and he felt a cold, agonizing pain. He infused the power with his aura, claiming it, taking it as his own, then shot it forth at the remaining two cultists. The energy hit them like an almost solid force, sending them flying backwards into the closed gate behind them, breaking it off of its hinges and opening the way to the next room.

"Ye Gods. If I handled _that_ kind of power, I'd be insane too." Peter shuddered. "Alright...another thing to talk about with the therapist I promised my mom I'd get. Let's go."

They advanced, stepping over unconscious bodies and through the gate. Once they went through, they were in a large room with what was very obviously the focus at the center. At the center of the room was what looked like a totem pole, except instead of the faces of animals he could recognize, the pole was stacked with the faces and models of nameless beasts from dimensions beyond his own. At the very top was something that was so unholy that Peter could barely look at it. From what he could discern, it had a body similar to that of a dragon's, sitting in a squatted position with a head resembling an octopus, tentacles extending, gripping at the air.

The worst part was that he could _feel_ that this totem pole wasn't all there was to this. The pole wasn't an object, it was a physical manifestation of a... _thing_ that existed beyond conventional four dimensions. What he was looking at was like glancing the clipped toenail of a giant. It was only a part of the larger being, and due to how sensitive to magic Peter had trained himself to be, he could _feel_ its presence. He could feel the viscous, milky fluid of its physical form grabbing at his very soul. He knew why nobody could be in the presence of this thing. It was driving _Peter_ mad, and the only reason he wasn't a gibbering chimpanzee is because he'd trained himself to have automatic mental defenses.

Needless to say, Peter averted his eyes. He saw Cindy do the exact same thing.

"Do you feel that like I do?" He asked.

Cindy visibly shuddered, which made Peter do the same thing. He'd never seen _anything_ elicit that type of reaction from her.

"Yes." She confirmed. "I can't even look at it...and I'm certain that being in this...this _thing's_ presence for any prolonged period of time will have a lasting effect on us."

"Then let's take it quick. All we have to do is get a piece of it…"

Peter slowly walked towards the thing, trying to keep it outside of his direct gaze but within his peripherals. He knew there were weird things out there in the multiverse, but this...this was something entirely different. He reached out to touch it, creating a blade out of hardened webbing in his other hand so he can cut a piece off of it, and then…

"What do you think you are doing?" A voice with a heavy accent demanded, seemingly coming from everywhere and nowhere.

An invisible force sent Peter flying backwards. It was...immense, like being carried away by a wave in the ocean. He couldn't stop it, and it sent him colliding with Cindy. They tumbled backwards, but Peter recovered fairly quickly. He got up, trying to spot the origin of that force, and finally she revealed herself.

Out of seemingly nowhere, a figure appeared. She was tall and thin, wearing a black loincloth that went down to her feet, and a black strap that covered her breasts - and nothing other than that. Her skin was dark, and covered in the same strange symbols that were inscribed on the walls, which glowed a ghostly green-color. Her hair was long and in dreads, decorated with various bone charms and beads. Her eyes were completely black - irises, scalera, everything. She was beautiful, very much so in an otherworldly sense. Peter got the sense that whoever she was...well, she wasn't exactly human in the classical sense.

"Um…" Peter said, her otherworldly presence rendering his mind blank. "S-Saving the universe…?"

She laughed, and her laugh echoed through the room, shaking the entire world. Peter knew this was some _serious_ power, power on the scale beyond any sorcerer that he had previously encountered. When your magic was strong enough, your aura would distort reality itself. If anything, she seemed to be as much of an anomaly as the totem pole at the center of the room.

"How predictable." She said. "But why save the universe? It isn't particularly special. One of many, really. And as easily destructible as the rest."

"Who are you?" Cindy demanded, seemingly having the same difficulties as Peter.

"I suppose you deserve to know the name of the one who will destroy you." The woman said, her arm extending. A black, seemingly _living_ energy gathered in her hand, extending into a construct. The construct extended, gained color, form, turning into a bejeweled wooden staff with a skull at the top, its eyes glowing.

"I am Calypso." She said. "Sidhe Sorceress of the Autumn Court. Consort to Cthulhu."

 _Oh._ Peter thought. _I guess we're going to die, then._

He knew that if this woman was a faerie, a _sidhe_ on top of that, then she immediately outclassed both him and Cindy a thousand times over, along with any sorcerer that Peter had ever met. Humans had magic, the sidhe _were_ magic, change and chaos personified, their raw ability only held back by the very specific and strange rules that they had to follow at all times.

"Peter, something is coming!" Cindy warned.

Something was indeed coming. Reality blurred around them, and suddenly they were in a different environment entirely. Around them was a completely flat, featureless land. A blue sky with eight suns was above them. Calypso stood above them, floating in midair.

 _Okay, Peter. Think before she vaporizes you._ He thought.

The fae had to follow a set of rules that were called the Game of Immortals, named such because they were so incomprehensibly powerful, that life was nothing but a game to them. That meant this fight, by default, was nothing but playtime for Calypso. Peter knew of the rules only vaguely, and only from personal research in grimoires, not from actually learning them firsthand. Humans had erased nearly all knowledge on faeries, and that's because simply _knowing_ about them validates their existence. As long as one validates the existence of the fae, then they can be affected by the fae.

Peter had a feeling closing his eyes and chanting, "I don't believe in faeries" wasn't going to help him out here.

He knew of a few rules that remained constant through all of the sources in his research: the fae cannot lie, they cannot harm mortals except in self-defense, and they can not directly achieve that which they want, it must be achieved through bargain. Any of the famous heroes throughout history that had bested faeries did so through guile, not because they weren't formidable warriors, but because directly fighting a faerie was suicide. They could play with reality like play-dough, shear the atoms in Peter's body. That was a _common_ ability of these things, not even to mention the High Sidhe or the Faerie Kings or Queens.

Peter had at ruled out that Calypso was going to directly attack them. It wasn't that she didn't want to, it's that she _couldn't_. That didn't mean that she couldn't kill them, however. The fae had long become masters of getting around their own rules. While Calypso definitely couldn't harm them directly, she could put them in conditions where they would die. If she wanted, she could teleport them to the highest building in Manhattan and let them drop until they hit the ground, or teleport them to a planet without oxygen and watch them suffocate. The teleportation _technically_ wouldn't be the thing that had killed them, it would be an "unfortunate" result of where they'd been teleported to.

Then Peter got an idea.

He would have to _force_ her to harm them, but it would have to be in offense, not self-defense. Peter knew that the fae liked their games, and they also hated losing. He knew that they were powerful immortals, but they had the emotional maturity of three year olds. They were great, wise, and terribly easy to offend. Getting Calypso to harm them would be somewhat easy.

"Peter, are you thinking what I'm thinking?" Cindy asked.

They looked at each other.

He was.

"So uh...Calypso, was it?" He asked the Sidhe. "Yeah, um...so what's the plan here? I know you can't just blast us out of existence like you'd be able to with any other creepy crawly in existence."

"If you must ask," the Sidhe Sorceress said, "I am going to leave you both here to starve to death."

"Yeah, but we're sorcerers." Peter countered. "Can't we just like...leave?"

"I had created this dimension outside of the multiverse proper." Calypso said. "It does not connect to the superflow. You cannot go back to your universe with conventional dimensional travel. Only imperial-level power can save you."

 _Imperial-level._ Peter thought. Those were spells accessible to only Gods and high-level demons, beings like King Thor or Dormammu, and the Sorcerer Supreme at his or her highest level of potential. Peter knew a _few_ imperial-level spells, but he knew casting one right now would destroy him, especially since they were outside of the multiverse, making Peter unable to call upon other-dimensional sources of power. By all intents and purposes, what Calypso said was true.

"Right." Peter said. "Well, Calypso - that's kinda weird to say. Can I call you Cally?"

Calypso's eyebrow twitched. Finally, a reaction.

"No." She said flatly.

"Well, Cally, you've kind of put us in a bind here, and-"

It looked like Calypso's wrath was easily provoked, because she immediately changed the environment again. They were no longer on the formless plane where they'd be left to die. Now they were in what appeared to be a volcano. Peter and Cindy were falling down towards a plane of lava, but they both barely managed to save themselves by webbing themselves towards one of the walls. They stuck to it, watching nervously as the lava burst upwards, almost reaching them. It was so unbearably hot that Peter knew he'd burst into flames if it weren't for the magical properties of his armor. He knew the enchantments in Cindy's armor weren't as powerful. They had to get out of there as quickly as possible.

"You've irked me." Calypso said with an icy calm to her voice. "So I will play around with you more. You will either die from the dire conditions of the plane I decide to drop you on...or your minds will shatter from exposure. And I will _watch._ "

Peter believed her. They had to end this quickly, because Calypso was only going to up the ante from here.

So Peter tried the Felicia Hardy method of taunting.

"Kinky." He shot back.

The world changed again, and now they were on solid ground. As far as Peter could tell, they were on some kind of frozen lake. Snow and wind raged around them, immediately chilling Peter to his bones.

"Death by frostbite, really?" Peter called out, yelling above the winds. "Come on! How can _that_ be fun to watch?"

"Peter." Cindy warned.

Peter's precognition kicked in, and he dodged the massive, furry body of a wolf that was about the size of an aircar. The wolf skid across the ice, eventually stopping itself. It was obviously not a normal wolf - first of all, they were _never_ that big, and second of all, its teeth were the size of Peter's arm.

It was a dire wolf. And it had friends.

The glowing eyes of several other dire wolves glowed behind it. Peter knew these things formed packs, which was strange because each one was capable of taking down twelve men _individually._ Peter and Cindy definitely weren't twelve men.

But they were two sorcerers.

One of them lunged at Cindy, and she immediately went on the defensive. She created a shield of webbing, which the dire wolf collided with mid-lunge. The shield wrapped around the wolf, and the giant killing machine began to struggle, his body wriggling about in his bonds. Another lunged at Peter, but he quickly reformed his hardened webbing armor, catching the massive thing in his arms. The slippery ice below made him skid across, and he eventually fell on his back, but that put him in a dire position. The wolves began to group around him, biting and tearing at the armor, which was only held together by his willpower.

Cindy shot a massive web, catching two of the dire wolves in a thick net. They went flying, and Peter managed to get the remaining one. He lifted it, exerting all of his strength to move the six hundred pound killing machine off of him. He dropped it and webbed it to the ground, keeping it from moving any further.

It looked like the wolves were gone, so Calypso re-appeared above them.

"Hm. I thought that would be your demise." She said, visibly annoyed. "No matter. We are in an infinite multiverse...meaning, infinite ways for you to die."

She snapped her fingers, and the environment changed again. They dropped on top of what appeared to be a ruined building, falling through the roof. They fell until they hit the ground floor, which was unlucky for them, because at the ground floor were a horde of zombies. Most of them were naked or sporting ruined clothes, but a few looked different. One of them wore what appeared to be a torn apart devil costume, another wearing a red and blue costume with webbing designs, which would look cool if it weren't for his exposed torso.

"What kind of bizarro universe is _this_?" Peter asked.

"The hunger…" They moaned. "Flesh...FOOD!"

Peter _definitely_ didn't want to stick around first. The one wearing a red and blue torn costume whipped his hand forward, and his _veins_ wrapped around him. Peter tried to resist being dragged to him, but this guy was much stronger. Thankfully, Cindy came in for the save, using a blade construct to cut Peter free and grabbing him in midair. She swung outside of the building, landing on the wall of a nearby ruined skyscraper.

"This universe will be your demise." Calypso said, appearing right ahead of them. "You will be devoured and left hollow shells of yourselves."

"That's just messed up." Peter said. "Was that vein-dude supposed to be _me?_ "

Peter looked down and saw the zombies gathering around the building Peter and Cindy were on, almost as if they could sense him.

"So what, you're going to let a bunch of undead guys eat us?" Peter asked. "That's screwed up, yeah. But I mean…"

"What he's trying to say, is…" Cindy said. "The zombies are scary, but where's the _horror_? This is very conventional. I mean, any manner of necromancer can do this. You're a Sidhe sorceress...and so far you hadn't been particularly horrifying."

"Right." Peter agreed. "Aren't you Autumn Court types obsessed with fear? I mean...I'm not shaking in my boots yet."

Calypso's face contorted into an expression of pure fury. Peter could tell that she was frustrated, almost at her boiling point. Just a little bit more of a push…

"Fools!" Calypso growled. "I am Calypso of the Autumn Court! Apprentice to Dutchess Saoirse of the Autumn Three! You do not _know_ terror until you've invoked my wra-"

"Ye Gods, Cally." Peter said, feigning boredom. "Can you hurry it up? We don't have all day."

"DO NOT INTERRUPT ME!" Calypso screamed.

They teleported again, this time back to the plane that they were at first. Calypso appeared directly in front of them now, her form warping, becoming taller and thinner. Her arms and fingers extended, becoming almost skeletal. Her face and head grew, her skin stretching taut along her face, making her appear to be some manner of insectoid. Peter suddenly felt terrified, _very_ terrified. He wanted to run, but he also knew he couldn't run.

He hoped that his research was correct. Otherwise, they were both going to be rendered unto dust in a second.

"DIE, INSECTS!" She screamed, the entire dimension shaking with her wrath. She gathered a ball of bright, multicolored energy, which radiated heat with the intensity of a dying star. "DIE! DIE! DIE!"

"Hold up! Time out!" Peter said.

Calypso stopped, Cindy looked at Peter with wide eyes.

"You're totally about to directly kill us, aren't you?" Peter taunted, his words moving a little quickly due to how terrified he was. "That's against the Game of Immortals."

Calypso returned to her "normal" form, her features still contorted in fury.

"Way I see it, since you were about to break the rules of the game, we beat you." Peter said.

"No." Calypso said. "I can just _not_ kill you."

"But let's be honest." Peter said. "I've already shown I can get under your skin. So you can continue playing with us, yeah, but I'm just going to keep pushing you. Again and again until you finally get sick of it and decide to kill us."

"I can just drop you on a planet without oxygen." Calypso said. "You'll die, and you won't be able to say anything."

"Yeah, but where's the fun in that?" Peter reasoned. "I mean, you've lived for a _long_ time, and will live for a _long_ time after this. You're a being of myth, and my entire lifetime is but a blink in the eyes of your eternity. You're just going to ruin your fun over a simple _mortal_? Come on, now."

That seemed to give Calypso pause.

"So you've won." Calypso said. "Fine. Then I will cease toying with you."

"You promise?" Peter asked.

Calypso paused again, then she nodded her head infinitesimally. There seemed to be hesitation, but she didn't seem to have any other options.

That gave Peter _exactly_ what he wanted.

"Great! So go ahead and transport us to where we were. I'll be taking a piece of that totem now." He said.

"No." Calypso said. "I have made a contract with Otto Octavius. I will protect the totem."

"See, that's where we have a conflict of interest." Peter said. "You wanna protect the totem, we want to take a piece off of the totem to protect from Otto and his Brotherhood's madness spells. The thing is, Cindy and I aren't going to stop until we have a piece of that totem. You're going to have to stop us because of your contract, which will lead to you toying with us - because you can't directly kill us - and...well, that'd be a violation of your promise. Another contract you made. So it's damned if you do, damned if you don't, huh?"

Calypso was silent for a long while, and then she gave another small nod.

"Your logic is sound." Calypso said.

"If only there was a way you could keep both deals at once, you know?" Peter said. "I mean...you have to protect the totem, you can't toy with us. Wait! I know. A reality warper like you can surely give us a piece of the focus _without_ us touching the totem, right?"

Calypso remained silent.

"I think if _you_ give us the totem," Peter continued. "Everything will be fine. The scales of fate will remain balanced, and Queen Mab won't come after you to unravel the dreamstuff you're made out of. Yeah?"

"And why should I _help_ you?" Calypso asked coldly, glowering.

"Outer Sorcery is illegal among us humans." Peter said. "I can imagine it's the same for the fae, considering the creepy crawlies it deals with. Imagine if the word got out that you, Calypso of the Autumn Court, apprentice to Saoirse of the Autumn Three consorted with _Cthulhu_ of all things."

Calypso narrowed her eyes, which made her look like a feral cat about to pounce.

"You wouldn't." She said.

"I'm the sorcerer supreme. I _can_. Calypso, take this as my oath: if you do not give us a piece of the totem as a focus, I will tell _every_ being I come across that you consort with Cthulhu. I wonder what your king or queen would think. I wonder what would happen to your status if they found out."

Calypso's expression was alien and unreadable. As Peter studied her inhumanly beautiful features, he saw a trace of an emotion he could just barely recognize: _fear_. To the fae, status was everything. It was the very fiber of their existence. That is why they often organized in courts: there had to be some sort of class structure to them, or their very existence would begin to unravel.

"Fine, Peter Parker." Calypso said, and when she said Peter's name, he felt a strange feeling pass over him. He felt the weight of Calypso's power on his soul. "You drive a hard bargain. I will give you a piece of the totem pole. And you will leave. Understood?"

Peter nodded, putting on a smug smile. "Yes ma'am."

Wordlessly, Calypso snapped. Suddenly, Peter and Cindy were on the streets of New York, just over the manhole that they'd went into to get to the Tunnel Network. In Peter's hand was a mini version of the totem pole that was underground, except this was much easier to look at. When Peter extended his magical senses to observe it, however, he felt the horrible power wash over him, and he immediately withdrew them.

"Gods, that was terrifying." Cindy muttered. "Only you could annoy a sidhe to the point of almost violating the Game of Immortals."

Peter grinned widely, even though she couldn't see it under his mask.

"What can I say? I have a gift." He said smugly. "Let's contact Sharon. We've got a defense charm to make." 

* * *

**AN:** We are almost at the end of this origin story, ladies and gents! The purpose of this chapter was to have a fighting scene where, for once, the solution _wasn't_ punching them in the face, as well as introduce the fae (and this universe's version of Calypso). Also, yes, the universe she'd transported them to was Marvel Zombies. Thank you for reading this chapter, all feedback is appreciated! Help me grow as a writer, guys.


	14. Ryker's Island

"You encountered a sidhe sorceress and you didn't _get backup?_ " Sharon demanded. "Are the both of you mad?"

"Hey, I didn't know backup was an option!" Peter protested. "I kind of figured you were having us go because you didn't want to run the risk of losing your own guys."

Sharon paused. Peter could see a small blur in her projection.

"You were correct in your assumption." She said coldly. "So. You have the fragment of the focus you need, correct?"

"Yes. Cindy and I can start working on it tomorrow. After three. We have exams." Peter explained.

Sharon released a long, tired sigh.

"Ye Gods. I forget you're just kids…" She muttered. "Okay. We will extract you from your school upon it being over. When you get here, please be quick with constructing the charm. We have picked up large amounts of power coming from Otto's location. He's either charging up a powerful spell, or simply wasting the equivalent of kiloars of magical energy."

"I understand." Peter said firmly. "I'll see you tomorrow."

They both hung up at the same time. Peter lowered his mask and looked at Cindy. After the ordeal they went through in the tunnel network, they needed a break. He knew that he expended enough energy using spells he'd never used before, that it had put a dent in his stamina. If he pushed himself anymore, he wouldn't be in any condition to fight Otto or anyone else. He could also see it wear on Cindy too, her shoulders lower than they usually were, her breathing heavier. It looked like they were suffering some serious fatigue.

"Peter?" Cindy turned to him, taking a seat on the edge of the building.

"Yeah?" Peter asked.

"I'm...sorry." She continued. "When I had said that you were an unworthy candidate to become sorcerer supreme, I had been angry."

"But you were right." Peter said, sitting next to her at the edge. Around them, the lights of New York City shone brightly, aircars and airships hovering above the walking pedestrians below. New York City, Peter thought, was such a beautiful and terrible place. It was filled with the greatest wonders of the modern age, and the deepest horrors. In this city, the businessman walked the same street as the criminal. You could make it or break it. In New York City, it was either up or out.

"No." Cindy said firmly. "Why do you think that? You're making it difficult to apologize, Parker."

Peter chuckled, then he looked up at the sky. The lights in the city were enchanted so that they didn't cause light pollution, so he could see the full, starry sky despite the bustling metropolis below.

"Not only am I going to have to protect what's down there…but I have to protect what's up there too." Peter said. "The entire universe is my stomping grounds. From New York City to the furthest star at the edge of the universe. And here I am...unable to even fight a sidhe sorceress."

"Peter, there isn't a single person on this planet that would be able to stand against Calypso." Cindy said. "Not you, not your father, not even the entire Heroes Guild could possibly go toe-to-toe with a sidhe sorceress."

"Not only that. The Heroes Guild is gone. The city had gone to hell. And...it's just overwhelming. I'm not supposed to be overwhelmed. I'm supposed to be prepared."

Cindy raised an eyebrow. "Prepared? In case you don't recall, Peter, we've been getting attacked since before you became Sorcerer Supreme. The Brotherhood had been on the offensive since long before we had our sighs on you."

"I'm just...sick of the fighting." Peter said shakily. "I've been punching guys, kicking them, webbing them...and the Brotherhood doesn't seem to be relenting. Every effort we've taken to put a dent in their operation had been a failure."

Cindy stood at the edge of the building, lifting her mask over her mouth and nose so that her face was no longer visible. Her hair blew in the slightly chilly wind. Since they were so high up, the relative warmth of below had partially gone.

"Good." She said. "You are the Sorcerer Supreme, defender of this universe, keeper of the balance. If the Vishanti, the Arachnocracy, and the Octessence wanted someone who liked fighting, then they would have chosen Master Brock. Your job is to keep the peace. If you liked fighting, then you would be horrible at your job."

Peter looked up at her. His insecurities weren't gone, but he couldn't dispute what she said. Maybe the reason he was a good choice for sorcerer supreme was because he _didn't_ want to fight.

"Fight for peace, Peter." Cindy continued. "This is all almost over. I have faith in you. Now you need to have faith in yourself."

With that, she dropped off of the side of the building, diving down to the city below and swinging to where she lived. She left Peter thinking. If he thought about it, he didn't really have much faith in himself. Why should he? He was around Cindy, who was a great sorcerer and fighter, and he fought against cultists that seemed to be at least equal in skill to him. What did he bring to the table?

He thought about that for a long while, then dropped off of the building like Cindy had, swinging home. 

* * *

As expected, Peter's brain had been fried after finals. He had to run so many calculations, answer so many questions. They were easy, yes, and Peter was confident he'd passed, but the task he was up to after school was more herculean than any question on the test. He had to create a protection charm against Outer Magic, something that would be difficult because, as far as Peter knew, it hadn't been done before. Outer Magic in general was a problem that hadn't been dealt with often in the greater context of the history of magic. It was actually rare that someone would be mad enough to reach for powers beyond the veil of reality.

Peter and Cindy decided to go for casual clothes as they entered Earth's Gate. Cindy was dressed in track pants and a tank top - clothes easily taken off, due to the fact that her clothes didn't morph into her costume like Peter's, so she had to wear it underneath. Peter was dressed in jeans and a black teeshirt that said "I'm with badass", which pointed at Cindy. He'd insisted that she walked to the right of him so that it worked, and the shirt didn't end up pointing at anyone else.

Sharon escorted them through the halls and to a room near the control center. This room was very obviously a chantry, a room that magic users use to craft new spells. Arcane symbols were carved into the walls, at the corner was a cauldron, and at the middle was an actual large magic mirror, the type that also would be able to transport matter from one place to another. Those were exceptionally rare, and must have cost a fortune.

At the center of the room, a man was floating with his legs crossed. When Sharon, Peter, and Cindy walked through, he turned to them, his eyes opening. He wore a black and red costume, a red sash tied around his waist. His age was hard to discern; he could be anywhere from in his mid thirties to his early fifties, as his face was youthful, but his hair showed signs of graying, being completely white at his temples. His eyes were blue and intense, and Peter could just _feel_ his power. This guy was on a caliber close to his father.

"Ah, you must be the Sorcerer Supreme, and his ward." The man said.

"Ward?" Cindy demanded.

"I am Doctor Stephen Strange." The man explained, lowering to his feet. "Family doctor of the Royal Family, and resident sorcerer of Black Chamber. I will be assisting you both in the construction of the protection charm."

"Wait, time out." Peter said. "A known sorcerer is Reed Richards' _doctor_? And working for Black Chamber? I'd thought sorcery was outlawed."

Sharon shook her head. "Publically, yes. But the law had made exceptions for certain...important persons. You and Ms. Moon included. So I wouldn't question it."

And that was that. Peter nodded.

"Well...are you ready to begin?" Stephen asked.

Together, Cindy, Stephen, and Peter worked to create a fitting magical circle to create the charm. A circle was important when conducting any magical ritual. It localized and isolated all magical energy to a single area, that way it would be easier to control the power of whatever ritual they were conducting. Next, they constructed the symbol in the middle: a nine pointed star, with the tips reaching the end of the circle, and the middle being large enough to fit the three of them. A symbol was also important in a ritual, as it directed the flow of magical energy into a shape. A circle will trap it, but if a star is made, then the energy will go from the tips of the star to the center, which is usually where the practitioners were.

Peter set the focus down at the center, and the three stood around it. If they were going to construct a charm, especially for something as anomalous as Outer Magic, then it was definitely going to be a three person job. Stephen was going to power the charm, since he had the most juice out of the three of them, Cindy was going to focus the power, and Peter was going to shape it. It was going to be a mentally intensive process, Peter knew, because of the fact that the object they were trying to construct into a charm was likely a part of a physical manifestation of some abomination hatched from the stars.

"Alright...are we ready?" Stephen asked.

"I am." Peter confirmed.

"As am I." Cindy said.

The three of them closed their eyes in unison. They began the process of honing their mystical energies in unison, focusing directly on the central point of the circle: the piece of the totem given to them by Calypso. In his mind's eye, Peter could see the energies of Stephen and Cindy reach out to the object, followed by his own forming tendrils. Everything went well until his astral form was ejected from his body. Bewildered, he looked around, and saw the astral forms of Stephen and Cindy being ejected as well.

"What happened?" Peter asked.

"It seems the fragment of the totem is fighting against being reshaped." Stephen said. "Which should be impossible...just what _is_ it you bought with you, Parker?"

Stephen quickly found out what it was. Peter looked at the totem fragment as it began to transform. In its physical form, it was no bigger than the palm of his hand. As it transformed, manifesting in the astral dimension that they currently occupied, it was _definitely_ no longer the size of the palm of Peter's hand. The thing grew tentacles, each as long and as thick as a hundred year old tree. At the center of the wriggling mass of tentacles was a maw, a huge mouth with more teeth than Peter can count, and just as many eyes. They all looked around in various directions, and the thing's body _elongated_ , taking the form of something similar to a squid.

The sheer psychic presence coming off of this thing was overwhelming. Peter felt his mind do backflips, struggling to understand how this thing _worked._ As far as he could discern, from just looking at it, it shouldn't exist. Its body couldn't accurately be described as solid, not by the way its body moved around in a fluid and unnaturally graceful fashion. In spite of that, however, it wasn't liquid. There was a certain weight to its movements, and yet there wasn't, as it moved around in a manner that was clearly unnatural. Peter could only tell that it was made of some viscous plasma, a pulpy substance that made Peter want to faint just by thinking of it.

"Oh." Stephen said. "I should have known."

Faster than his eye could trace, a tentacle wrapped around Stephen's waist. He attempted to struggle, his eyes glowing as he summoned his magic. The abomination seemed to be unaffected completely, as every bolt of energy that Stephen hurled was absorbed. Peter and Cindy tried to fight the abomination with him, but the malformed squid absorbed everything that was thrown as them. Quickly, its tentacles were wrapped around the both of them, and Peter slowly felt his power draining.

"It's absorbing our astral forms…" Doctor Strange said, straining. "We need to get out!"

Peter had to think quickly. As far as Peter could tell, it was completely immune to magic, so it wasn't something that he could do conventionally. He focused whatever energy he had left to reaching his energy through the astral plane and to the physical plane, where he activated runes on his armor. While he was unconscious in the physical plane, his armor was able to act independently due to the enchantments he put on them. As his world slowly went dark, he saw his body get up and his cloak manifest. The armor acted in Peter's interest, taking off the cloak and throwing it atop the totem fragment. The magical energy insulating properties activated, and suddenly they were thrown back into their bodies.

Cindy, Stephen, and Peter erupted into a fit of coughing. Peter suddenly felt like half of his energy had been taken away, which it may very well have been. Constructing the protection charm will prove to be difficult, but at least the thing won't be able to mind-blast them to the astral plane again because of Peter's cloak. It wouldn't be long until the abomination found a way around it, though.

"Let's just shape this thing before we die." Peter said. "I never want to see that thing or _anything_ like it ever again."

* * *

"This is the rune?" Sharon asked, looking at the paper. "Are you positive that it will protect against their madness spells?"

"Not only will it protect you against their madness spells, but anything from the Planes Beyond." Peter explained. "They won't be able to summon anything from this. I call it an Elder Sign."

"Good work." She replied. "We'll start our attack tonight."

Peter felt relieved. He didn't want this to extend for another day. He was tired, but that could be fixed with food and a quick nap. If the world was going to end soon, he'd rather stop it before it got to that point. When they walked to the control room, Peter saw that an entire group of about two dozen agents were armed to the teeth with wands and staves, clad in body armor with serious enchantments on them. Cindy and Peter took a seat near the back, if only because they didn't _know_ anyone in the crowd.

Fury stood at a podium, and directly in front of him was a floating model of what looked to be Ryker's Island. Peter knew enough about history to know that it was an old prison colony a few miles off of the coast of New York City, transformed into a lawless wasteland by the gangs that had taken control since it was abandoned.

"Okay people, please settle down." Fury's voice projected, able to command even the hardest man in the room. "Tonight, we will be hitting Ryker's Island, the official headquarters of the Brotherhood of Dagon. Our intelligence officer, Jessica Drew, had informed us that the Brotherhood is preparing for a ritual they're naming, 'The Call'. Supposedly, this ritual will raise the underwater city of R'leyh and, upon spilling the blood of the Sorcerer Supreme, Cthulhu himself. You'll be meeting our double-agent on the beach. She'll guide you to a tunnel where you can enter the prison from the underground."

"Excuse me, sir?" One of the agents piped up. "It is my understanding that we'll have the Sorcerer Supreme with us on the mission. Isn't it unwise to bring him there when he's what's needed to complete the Call?"

"While I do understand what you're saying, the Sorcerer Supreme is unfortunately the only one who knows the imperial spells required to both bring the Heroes Guild back, and reverse the call." Fury explained. "Not to mention that Octavius has the Eye of Agamotto as well as the Staff of Watoomb, which makes him one of the most formidable sorcerers on the planet, possibly _the_ most powerful sorcerer on the planet."

Some of the agents glanced back at Peter, which made him want to shrink into a corner.

"Now, anymore questions?"

Nobody said anything.

"Good. Let's get ready."

* * *

 _"Hi! This is Gwen, sorry, I can't get to the phone right now. Please leave a message after the beep!"_

Peter hung upside down from the bottom of Earth's Gate, that way nobody would be able to hear him. It was bad enough that so many people knew his secret identity, he didn't need them know about his personal life. Below, past the few clouds, the city looked so small. In the distance, the sun was setting, and he saw it all upside down.

"Gwen? Hey, it's Peter. I know that I kinda ditched you and Harry after finals...I'm really sorry about that. Sorry about these past few months in general, really. I just...I don't want you to think I was abandoning you, y'know?" He half-smiled, even though she wouldn't be able to see him. "I'll see you after graduation on Friday. I have to ask you something and it's really important, so please just meet me by the bleachers. It's taken a lot of courage to ask you this so...yeah. See ya."

He hung up. In reality, Peter didn't know if he'd able to attend graduation. He didn't know if there would even be a graduation. He was coming to terms that it was very possible and _likely_ that they were going to die, that the world was going to end tonight. As the sun dipped below the horizon, engulfing the city in night, he determined that was a risk he was going to take. He was the Sorcerer Supreme. If he didn't, who would?

When he went back to the deck, he caught Cindy clad in her costume. Peter's clothes morphed into his Armor of Anansi. Because of the fact that they'd rested for a while, they both felt revitalized, and relatively ready to take on a powerful sorcerer like Otto. Peter looked out to the starry sky.

"Are you ready?" Cindy asked.

"No." Peter said. "But let's do it anyway."

With that, they joined the group of agents on the airship to Ryker's Island.

* * *

The most noticeable thing about approaching Ryker's Island was the massive, unnatural storm that brewed around it. The massive winds caused turbulence as the airship approached, making the ride more than a little bumpy. In the distance, Peter saw a storm cloud that blotted out the sun, and what looked like massive tendrils made of blackness reaching out across the night sky. He felt a strange, unnatural feeling, as if he were an amoeba being stared down by a giant. Deep inside he knew that Otto was close to succeeding, that the city of R'leyh had been summoned forth through space and time, and stood in the horizon.

"What the hell is that?!" One of the agents screamed over the bursting winds. Everyone had to hold onto something inside so that they weren't blown away.

"R'leyh." Peter explained, yelling over the winds. "The Call is almost comple-"

The winds suddenly picked up to the point of being gale force. The airship tumbled through the air, the winds tossing them around like ragdolls. Cindy and Peter stuck to one side, forming a magical circle to act as a shield for what would be the point of impact for the airship. They crashed, but the shield kept everyone from dying, and the airship fairly intact. They crashed on the beach, the massive citadel that was the prison at the very top of the rocks.

"Is everyone okay?" Peter asked as everyone crawled out of the would-be wreckage.

"Just a little banged up." One of the agents said. "But we should be able to continue on."

Peter gave a single nod. According to Fury's instructions earlier, they'd be meet Jessica Drew on the beach. He looked around and saw nobody that looked like a "Jessica Drew". He did, however, see a hooded figure by what appeared to be a cave. The group uneasily advanced, but luckily the figure wasn't hostile. She lowered her hood, revealing a pale face with raven black hair and icy blue eyes. She had on facial painting similar to the cultists in the Tunnel Network that Cindy and Peter explored earlier.

"Looks like you all made it...though our ride out of here is trashed." She said. "We'll work around that. I'm going to blow my cover here to get you guys up, so I guess I'll be fighting with you."

It was strange. Despite the fact that the world was ending around them, and some ancient god was on the verge of being awakened, Jessica seemed entirely casual about the situation.

"Where's the Sorcerer Supreme?" She asked.

Peter stepped forward.

"That'll be me." He said.

Jessica raised an eyebrow. "Hm. You're younger than the previous one was. They keep getting younger and younger every time. Can't wait for the Gods to choose a toddler. That'll be amusing."

"I'm young, but I'm prepared to save the world here."

"You'll be saving the _universe_ , kiddo. Those are the stakes." Jessica explained. "Alright...let's go."

With that, Jessica took off her cloak, revealing a spider-suit woven from silk similar to Cindy's. Like her, Jessica's was skin tight, except it had a red and black color like Peter's, with a yellow hourglass insignia on her chest.

"You…" Cindy said. "You're a former member of the Order of the Spider, aren't you?"

Jessica shrugged. "I was. We had our differences, now I work for Black Chamber. It's nothing personal."

"See, Cindy?" Peter asked. "You can't be Spider-Woman, because _she's_ Spider-Woman."

Cindy narrowed her eyes.

"Can we get a move-on?" One of the agents asked.

Jessica nodded and guided them through the tunnels. They walked for what had to be a mile, guided only by Jessica's mage light. They eventually came across a staircase that was carved by stone, which they walked to the top of, then came out from what looked like a trap door. Peter noticed that the prison was _not_ in good condition, as in it was completely broken down. Cells upon cells stretched out for what had to be the length of two football fields, stacked in five floors, with a massive, broken down wall leading to the inside of the prison complex ahead.

"Careful." Jessica said. "Otto had taken control of several of the gangs here, and culled those that won't comply. They're everywhere, on the watch for intruders."

As they advanced, Peter's precognition kicked in. Cindy, Peter, and Jessica acted in unison. Cindy created a shield of webbing to protect the group from the upcoming impact, Peter dodged out of the way in a fluid motion, as did Jessica. He narrowly dodged a bolt of lightning, and a massive rock being thrown at them. Jessica dodged what looked to be a scorpion tail, then flipped out of the way of a bolt of black energy.

Peter saw as six people came from the resulting dust. First was Otto, carried by the massive tentacles that sprang forth from his back. Next to him was a massive man that looked to be some cross between a rhino and a human being, with gray, plated skin and a malformed horn jutting out of his skull. To the right of Otto was another man that looked to be made out of pure energy, his light almost too bright to look at him directly. To the bottom of Otto was a giant lizard that was at least as big as the rhino guy. To the side of the rhino guy was a man with the upper half of a human, and the bottom half of a scorpion, massive, pointed stingers coming out of his wrists.

Flying above them was a man that was completely naked, though his feet were elongated talons, and his arms were black. He was completely bald, and his face was a massive beak, making him look more like a beast than a man. The last person with them was a man clad in a prison uniform, but his hair was white, and blazed like fire. His white hair contrasted to his midnight black skin, which seemed to suck in all of the light around him.

Peter recognized all of them from TV. They were all thugs, villains bestowed with various powers that the Heroes Guild had to take down at one point or another. And there they were, each free.

"Jessica, Jessica, Jessica…" Otto said in a condescending tone. "Did you think I wasn't expecting this? I could tell you were a double agent, even without the Eye. But it looks as if you bought me exactly what I wanted." 

* * *

**AN:** Sorry for the boring chapter, guys. We're on the final stretch, though. These are the last two or three chapters of the story! Thank you for reading, again, and remember all feedback is appreciated!


	15. The Sinister Six

"Okay," Peter said through grit teeth. "I'm tired of you."

He webbed Otto in the torso, using it to launch himself towards the mad cult leader. Otto effortlessly caught Peter with one of his tentacles, not even looking directly at him, as if they had minds of their own. The tentacle slammed Peter on top of Cindy's energy shield that she had constructed, making it flash a purple color, sparks flying to either side. Peter could see Cindy straining to keep the shield up, her will working against the force of one of Otto's arms. Peter attempted freeing himself from the tentacles, just barely managing to by creating a knife out of hardened webbing and stabbing Otto.

Otto released an inhuman roar, and Peter felt victorious until he found a massive object coming down quickly. It was the supervillain known as the Rhino, known to be about ten times stronger than the average human due to his beastman blood.

"RHINO CRUSH SPIDER!" He yelled, his thick Russian accent making it slightly difficult to understand him.

All Peter could do is attempt to shield himself. The Rhino collided with his shield, and his shield immediately broke, as well as the energy shield that Cindy had constructed, sending Peter slamming down atop of the agents, creating a massive shockwave and knocking him through the floor to the basement level below. The only reason Peter's bones weren't broken at this point is due to his Armor of Anansi, but it wasn't good that the Rhino was on top of him like this. He webbed between the brute's legs and pulled himself through, just barely dodging a heavy punch that created a crater in the floor.

Above, Jessica and Cindy were working together to fight the villain known as the Scorpion. For a man with a massive scorpion lower body, he was pretty nimble, using his stingers and tail in unison to take on the both of them. Cindy webbed at his chin, using it to launch herself upwards and punch him in the side of the face. The Scorpion grabbed her in midair with his tail, slamming her to the ground. He got to the top of her, the stingers protruding from his wrists dripping with an acidic poison.

"I ache to see your body in agony, dear." He said, his voice raspy as if he'd swallowed acid. "Such a beauty...being eaten from the inside out. I can barely handle my excitement."

"Sorry to disappoint you."

The voice of Jessica made him turn his head in her direction. Cindy saw as Jessica _flew_ , her hands glowing with a green energy that dripped like acid. She tossed a ball of that energy directly at the Scorpion's arm, making it melt off in seconds. The Scorpion roared, his mouth opening _much_ wider than any human being's should. His arm slowly grew back, but as he recovered, Cindy took the opportunity to flip over him, webbing the back of his head and yanking once she landed, making him fall back flat on his back.

"You can fly, dearie? So can I!"

Jessica just barely dodged the razor shop talons of the villain known as the Vulture. He glided around and came back over to Jessica, his talons open and ready to tear at her flesh. Jessica just barely managed to create a shield out of webbing to block the talons, sparks flying as her will battled his claws. The Vulture tried to reach over and snap at her with the giant maw that was his beak, but she blocked with her free arm. She screamed in pain as a nauseating _snap_ permeated through the air, and a flash of white hot pain shot up the entire left side of her body.

Once Cindy had pulled down the Scorpion, she was immediately speared by the villain known as the Lizard, his alligator-like roaring filling her ears, louder than the screams of the agents being fried by the villain known as Electro above. Cindy panicked momentarily, struggling to get the eight hundred pound wall of lizard off of her. The Lizard grabbed her by her skull and began squeezing. She felt as her skull slowly got crushed, her limbs flailing about uselessly as she desperately tried to get out of it. Cindy was saved by Jessica as the body of the Vulture came down, smacking directly into the Lizard, forcing him to let go of Cindy.

The Vulture shrieked and took off into the air, with Cindy trying to regain her bearings. The Lizard got up, an inhuman hiss coming from his mouth.

"I will feast upon your flesh, dear." The Lizard said.

"I will deliver your head to my ancestors." Cindy promised, getting into a fighting stance. "That, I can promise you."

The Lizard lunged, but while he was in the air, Cindy released a high kick directly to his temple, flinging the monster to the side. The Lizard caught himself with his claws, sneering up at Cindy Moon, who conjured her weapon.

"Come." Cindy said. "My flesh won't feast on itself."

Below, Peter was alone in fighting the Rhino, which was practically every worry he had about the fight upon initially seeing this group of supervillains. The Rhino hit like a truck; Peter knew that because when the brute managed to get a hit on him, he flew across the room and into a brick wall, leaving a crack in the solid stone. Peter's body was beginning to get sore and tired from fighting already. If the Rhino could tire him out this quickly, how was he going to fight the other five?

Peter narrowly jumped over the Rhino as he charged, instead making the brute collide with the wall. His horn pierced right through the stone, and he seemed to be...stuck.

"Yikes." Peter said. "The Gods didn't make you Beastmen smart, did they?"

"SHUT UP!" The Rhino screamed, already riled up. "I WILL GRIND YOU INTO DUST ONCE I GET OUT OF HERE!"

Peter was going to take this opportunity to attack, but his precognition kicked in. He threw his weight to the side, landing in a roll as a bolt of lightning came crashing down on the spot he was standing. He looked up and saw the villain known as Electro, a man made of pure energy, floating above the hole that the Rhino made.

"Just like a magnifying glass with the sun's rays." Electro said, smirking. " _Burn_ , insect."

"I don't know" - Peter dodged another bolt of lightning - "what you're insinuating, but it sounds offensive!"

Another figure jumped into the hole with them, the man that seemed to be covered in a black and white aura. He held what looked to be a sword made of black energy, his eyes glowing white, which contrasted to his midnight black skin. He was a newer villain in the game, known as Lord Negative. He took a fighting stance, lifting his sword.

"Enough talk." Said Lord Negative. "Let's work together. Remember, we need him _alive_. Then we will get our reward."

Lord Negative's words seemed to focus the other two immediately. A beam of energy was shot Peter's way, which he managed to dodge out of the way of. Unfortunately, he dodged into Lord Negative's charge, getting caught in the wave of black energy he summoned by swiping his sword into the air. Peter just barely managed to get out of the way, but the black energy just barely nicked his arm, making him bleed. He more so tumbled than landed, slamming into the wall with his momentum. Lord Negative leapt into the air, bringing his sword down in a slash towards Peter, but Peter was prepared. He rolled out of the way, just barely getting out of the range of the shockwave of darkforce energy that Lord Negative was channelling. Peter got to his feet, summoning his staff construct, blocking a blow from his sword. When the sword hit his staff, however, it began to turn black, eventually shattering in Peter's hands.

"Oh, that just isn't fair." Peter muttered. He dodged narrowly as Lord Negative began to attack, with his opponent being too skilled to focus on anyone _other_ than him. The other two used that to their advantage. The only reason Peter didn't get destroyed by Electro's next lightning bolt was because of his precognition and his trained reflexes, leaping out of the way entirely when the bolt of energy struck the spot he was in.

"Might as well give up now, Spider!" Electro said, laughing like a madman. "Before, you fought mere cultists. Now you fight gods!"

Jessica and the Vulture flew around the room, dodging each other's blows.

"Adrian!" Jessica said, just barely getting out of the way of his talons. Her broken arm stung again with her sudden movement, making her vision blur and her stomach get queasy. "You have to stop this! I can shorten your sentence, have your transformation reversed!"

"You still have it in your mind that _I_ am imprisoned here, dear?" The Vulture sneered. "No! It is _you_ that is imprisoned! All you are is my meal!"

As he spoke, Jessica took the opportunity to shoot an acid blast at one of his wings. It got dead center, eating away at the mass and making the Vulture scream. He dropped down to the ground, hitting it hard enough to pass out. Jessica lowered herself to the ground, taking a moment to catch her breath. Unfortunately, a moment's break wasn't allowed as a tentacle wrapped around her, squeezing her hard enough to knock the air out of her.

"I am _so_ disappointed…" Otto said, his inhuman face contorted into a false imitation of a smirk. "You had so much potential."

"You're a degenerate." Jessica spat back. "You dabble in the most foul of magics for what? For power?"

"For _knowledge_ , Jessica!" The cultist growled, slamming her into the ground. "For _freedom_! You would never understand! _None_ will ever understand!"

Otto's tentacles acted of their own accord again, moving as fast as a bullet to catch the unconscious body of the lizard, which Cindy had flung towards him. Her precognition kicked in, and she dodged a jab from the Scorpion's stinger and, in a fluid motion, backflipped over the Scorpion and got right onto his back. She created a thick rope out of web, using it to wrap around the Scorpion's maw of teeth and feelers like a leash. He released an inhuman roar as she pulled back, using all of her strength to get him back on his side. Once he was down, she webbed every last one of his limbs down, panting profusely.

"We understand, Otto." Cindy said, her breath labored. "We just _strongly_ disagree."

Otto roared in frustration, throwing the unconscious body of the Lizard back at Cindy. She was prepared, sliding under the Lizard and charging at Otto. While Otto and his tentacles were seemingly distracted by Cindy, Jessica channeled more acidic energy into her palm, pressing it to the tentacle wrapped around her. Otto screamed and tossed Jessica aside, making her roll into the pile of rubble. This took enough focus away from Cindy for her to swing-kick him in the midsection, sending him flying into a wall. When the dust cleared, Otto walked back out on his own two feet, his third eye, the Eye of Agamotto opening.

"You seem to forget," He said. " _I_ surpass the Sorcerer Supreme at this moment."

A shockwave of psychic energy burst forth from him, flinging both Cindy and Jessica across the room like ragdolls. Jessica managed to catch herself and created a net of webbing to catch Cindy. They were outside of the collapsed wall now, just on the ledge where the waves crashed against sharpened, weathered rocks below. Cindy tried to charge for a counterattack, but she suddenly felt a crippling pain in her head - no, more accurately, her mind.

"You're suffering a mental attack!" Jessica said. "Fight i-"

Suddenly, the same pain assaulted her mind. They both dropped to their knees, screaming as they were forced to feel a range of emotions, think a range of thoughts. The sheer psychic presence of Otto, augmented by the Eye of Agamotto, was overwhelming. They could barely move as Otto calmly walked to them. Behind him, the agents suffered the same psychic attack, except they were tearing their own skin apart, ripping out their eyes.

"It is impressive that the both of you are lasting this long." Otto said. "I suppose the Eye rejects me due to not being its true master. Very well."

"Hey, Otto!"

Otto cast an irritated look behind him, where Peter came floating out of the hole that the Rhino created. Lord Negative and the Rhino were wrapped in what looked to be crimson bands. Electro was slung over Peter's shoulder, no longer in his energy form but in his tattoo-colored "normal" form, completely naked.

He dropped Electro once he was out of the hole. Lord Negative and Rhino were forced to their knees, their bodies seemingly unable to move.

"Nice fan club you got for me." Peter said. "What are you planning to name them? The Suspicious Six? Nah. That doesn't really roll off the tongue, does it?"

"Parker." Otto said through grit teeth. "It appears my employed muscle couldn't take you down. Very well. If something is to be done correctly, it must be done by one's own hand."

Peter charged towards Otto, and Otto just calmly waited. Before Peter could fire a bolt of energy, he suddenly watched as his body collapsed. It took him awhile to figure out what was going on, but then he realized that his astral form had been forcibly ejected from his body. Otto laughed like a madman as one of his tendrils picked up his unconscious body. Another one of Otto's tentacles grabbed Peter's astral form, which _shouldn't_ be possible. He was carried directly to Otto, where his scraggly, fish-like eyes narrowed.

"You're pathetic for a sorcerer, much less sorcerer supreme." He said. "Your universe will die, and you will watch as your friends are consumed by the Old Ones. And you will have nobody but yourself to blame."

Before Peter could respond, he felt his form getting squeezed. This caused a sensation which could only be described as extreme mental stress, before he disappeared. 

* * *

Peter re-appeared in a formless white abyss. In front of him was Ben, clad in his Ancient One robes, floating in mid air.

"Um…" Peter said. "Am I dead?"

"Almost." Ben said. "Luckily, the Gods pulled you from the Astral Plane and took you to this dimension, a world between life and death."

Peter blinked. "Okay. That makes about as much sense as everything else I've experienced, sure. Why am I here?"

"The Gods were cheated." Ben said.

"Were they now?"

Peter's father nodded.

"I was not supposed to die when I died. They cannot do anything about that. However...because the Gods were cheated, you were not properly prepared for this battle."

"I'm...I'm too weak, dad." Peter said glumly. "I don't have enough power. He has the Staff of Watoomb _and_ the Eye of Agamotto."

"Of course you have enough power. More than enough, actually." Ben said. "And he most definitely doesn't have the Eye of Agamotto."

Peter raised an eyebrow. "Excuse me?"

"There is a duality to the title of Sorcerer Supreme." Ben explained. "The Sorcerer Supreme - the Fist of the Pantheons, and the Ancient One - the Eye of the Pantheons. When the new Sorcerer Supreme is chosen, he or she does not have access to the totality of the mantle's power, nor his spells until the Ancient One properly passes on the Eye of Agamotto."

"So...I've been running on half of my power this entire time?" Peter clenched his fists. "Why didn't you _tell_ me? I could have ended this before the Heroes Guild was destroyed!"

"I know." Ben said, his voice sobered. "I had held the full power of the Sorcerer Supreme back from you. I just...I knew this power came with a great burden. The greatest responsibility in the cosmos. I hesitated to give you this power because...you're so young. If you bear this power, you forfeit any chance you have for a normal life. I wanted you to experience life first before the Gods took it away. Peter...the life I'd led as Sorcerer Supreme was full of wonders...but also full of power."

"What happened to Power begets Responsibility, hm?" Peter demanded. "You had the responsibility to make sure I was a fully fledged responsibility."

"And I failed, yes." Ben said, his tone dangerous. "I understand that, boy. And I died regretting my decision...it was selfish. I can only hope you'll be better than me."

"How am I going to defeat Otto now?"

"I will give you the remainder of your power, Peter."

Peter looked down at his hands. By just learning more of the Mystic Arts, he became pretty powerful in his own right. Now he was going to get _more_ power?

"Peter." Ben said. "Please know that the power I am going to give you has been bestowed upon us by the Gods to protect all reality. The power I am going to give you is the power of _all_ the Mystic Arts. You will not immediately know magic. You will discover more and more of your power as you mature. But…."

Ben's third eye opened, revealing the _real_ Eye of Agamotto. The eye disappeared from his forehead, and embedded itself into Peter's. He felt his body fill with a bottomless, quiet power. It was subtle...not a blatant boost in strength, but suddenly Peter felt like he could change the world around him, change everything. He closed his eyes, feeling a deeper connection with the universe around him. He could feel its energy pulsating through him, and the will of the cosmos permeate through his every cell.

"Onward, Sorcerer Supreme." Ben continued. "Save the universe."

The world around them began to disappear.

"Dad, wait!" Peter said desperately. "Wh-What if I can't do it? What if everyone is right…?"

Ben smiled, a radiant, peaceful smile. Peter was glad that was his final image of his adopted father: in peace, absolved of his sins.

"The title of Sorcerer Supreme isn't up to popular vote, Peter." Ben said. "The Gods chose _you_. Soon enough, you'll see why."

With that, the world disappeared, and the material plane reformed around Peter.

* * *

Peter's physical form was being held upside down by Otto's tentacles, blood dripping from his chest, which was sliced deep enough to bleed, but not deep enough to kill him. Outside of Otto's magical circle, Jessica and Cindy were restrained by the cultists, forced to watch as the Call was completed. They were on a cliff at the top of Ryker's Island, the risen city of R'leyh in the distance. Peter could see a shadowy figure slowly begin to stir, tentacles the size of entire highways stretching across the sky.

Below, the cultists chanted, " _Phenglui mglw'nafah Cthulhu R'leyh wagah'nagal fthagn."_ Over and over, in some sort of mantra of madness. Peter could see he may have been a little too late, but he was confident that he could reverse the Call. All he had to do was take possession of his body again.

"Hark, brothers!" Otto screamed over the crashing waves. "Our lord has risen to spare us of this painful existence! Let us welcome him with our flesh and the flesh of our enemies! Phenglui mglw'nafah Cthulhu R'leyh wagah'nagal ftagn!"

They chanted over and over, tirelessly as if begging for their own destruction. Peter flew back into his body, his physical eyes re-opening. The entire world turned upside down, which briefly confused him. He closed his eyes, teleporting out of the grip of Otto's hands, landing on his feet.

"Impossible!" Otto said. "I've locked out your astral form!"

Peter's Eye of Agamotto opened and Otto's eyes widened in response.

"Sorry to disappoint you." Peter said. "By the way, what does 'phenglui' mean? I know you guys are into D&D and all, but don't go making up languages."

"You...that is the Eye of Agamotto." Otto said in disbelief. "You mean the one I have is a fake?!"

"Again, sorry to disappoint you." Peter said smugly. "I'll be saving the universe now."

Otto opened his own Eye of Agamotto and rose his Staff of Watoomb, an overwhelming, foul magical aura coming from him.

"You must kill me first!"

"Don't be dramatic." Peter said. The world began to shake as he drew up the power of the Earth, channelling the ley lines below his feet. It just so happened that New York City was a massive ley line nexus, and the focused energy and power of the Earth flowed into Peter's body, making him stronger, faster.

"Let's go." He said.

And then Peter punched Otto into the Purple Dimension. 

* * *

**AN:** Just one or two more chapters left, guys! Wow. This'll actually be my first time _finishing_ a story here. That's sad. Anyway, after this fan fiction, there'll be a lot more of the Mystic Spider to come! :)


	16. The Final Battle

The Purple Dimension was not purple at all. As Peter flew after Otto through the dimensional rift he had created, he saw a vast, yellow sky above, and a ground that was a vague black-purple color. They had landed in what appeared to be a canyon, Otto slamming into the hard stone in recoil from Peter's punch. Peter landed, the power of Earth's ley lines fading slightly due to the fact that he was in another dimension. Around them, the alien terrain shifted and jumbled, strange shapes and creatures flying through the air.

"You fool. The Call is already complete!" Otto said. "Do you think you have stopped anything by sending me to this dimension?"

"I wasn't under that illusion, no." Peter said. "But you see, time flows quicker here than on the material plane. Did you know that? We can fight here for _hours_ , but only a few minutes will pass on Earth."

Otto roared in frustrating, shooting a beam of psychic energy from his fake Eye of Agamotto towards Peter. Peter made a gesture where he crossed his arms, a shield made of light appearing around him. The psychic beam collided with the shield, sparks flying as the shield absorbed the energy.

"The Shields of Seraphim." Peter explained. "Now I finally have enough power to cast the spell. Isn't that neat?"

In response, Otto began to attack with his tentacles. Peter dropped his shields, narrowly dodging out of the way, his precognition acting much faster than it ever had before. His body reacted before he was consciously aware of the attack, and his body was almost dodging on autopilot. There was a limit to his new and improved precognition, however, as two tentacles attacked him at the same time, sending him flying a few yards back. Peter's cloak caught him in mid air, allowing him to float down safely.

Otto screamed, the ground shaking as massive chunks of rock flew up into the air. Otto used the psychic power afforded to him by his fake Eye of Agamotto, gathering the rock into a massive body the size of an asteroid. The asteroid was then thrown, immediately catching on fire from the atmospheric resistance. Peter stood his ground, creating a hand sign.

"Winds of the Plane of Air, aide me!" He called out. A blast of pressurized wind shot out from his fingers, twelve times faster than a speeding bullet. It pierced right through the asteroid, making it explode into hundreds of pieces. Peter used his Eye to gain psionic control of each of the falling stones, flinging them at Otto all at once. Otto created a shield of his own, a construct made of his own dark energy, deflecting the stones or vaporizing them on contact.

Otto raised his Staff of Watoomb, completely changing the environment around them to his will. A red aura pulsed through the battlefield, turning molten and hellish in stark contrast to the seemingly barren wasteland around them. Otto slammed the butt of his staff down, a wall of lava miles high rushing towards Peter. A pillar of rock launched Peter upwards, and he just barely managed to fly over the wall. As the lava wall passed him, he reached his hand behind himself, calling upon the molten power of the wall. The wall began to come back, becoming a massive stream which gathered in Peter's hand.

He thrust his hand down, the lava becoming a massive, sword-like construct of molten rock. It slammed down to Otto, creating a massive shockwave of heat and ash which extended out into miles in all directions. Peter had to project his shields to protect himself from the shockwave, and apparently Otto did the same thing. He darted out of the smoke, slamming into Peter like a bullet. Peter and Otto went falling down to the lava, but Peter projected a portal at the last second. They dropped through the portal and to the top of a mountain somewhere else in the Purple Dimension.

Otto slammed his staff down to the mountain, activating the molecules within, distorting reality and making the mountain come to life. It morphed into a giant hand, and its fingers came up to crush both Peter and Otto in its palm. Peter saw Otto's inhuman smirk as he disappeared, leaving Peter there to be crushed. Rushing to his feet, he called upon the power of one of the Pantheons, energy from another dimension rushing into his body.

"Fist of Cyttorak!" He called out.

A fist made out of red hard-light engulfed his arm, much bigger than his entire body. He launched himself into the air with a web and threw his fist upwards, punching through what was now the ceiling of the sentient mountain, sending massive rocks flying everywhere. Otto floated nearby, charging a sphere of black energy the size of a bus and throwing it at Peter. Peter threw his engulfed fist at the sphere, a shockwave bursting through the air and destroying the ground below as Otto's Staff-augmented will collided with Peter's imperial spell. It was like pushing against a tsunami, but Peter managed to punch through the sphere of energy.

He threw his fist again, and the Fist of Cyttorak turned into a stream of energy that sparked and blazed like a comet. Otto rose the staff and projected a shield, but the shield was immediately broken as the strength of Archdemon Cyttorak collided with it. This sent Otto flying down to the ground, and Peter flew after him. Otto was a criminal, he'd killed the entire Heroes Guild and countless other people, but that didn't mean Peter was going to be a killer too. He cast off his cloak and it came to life, wrapping around Otto and sending him floating safely down to the ground. Peter constructed a parachute out of webbing to fall down as well. It disappeared when Peter was close to the ground, and he landed in a roll.

"Why did you save me?" Otto demanded. "The Sorcerer Supreme must be prepared to kill!"

"That isn't how I do things." Peter said. "Now, give me the staff."

In response, Otto pointed the staff directly at Peter. Reality warped again, and the air molecules in the air began to rapidly condense, forming a beam of plasma. Peter barely had time to create another shield before he was blasted with what was essentially a magical railgun, sending him flying backwards. His cloak unwrapped from Otto and rushed towards Peter, wrapping around him and slowly stopping his momentum so he didn't shatter his bones upon colliding with the stone wall behind. Yet another beam of plasma was shot from the staff, but Peter was prepared this time.

He held out his palm, catching the hot energy. He strained, the heat singing his hands as he tried to make it his own, infecting it with his aura. The beam condensed in Peter's palm, becoming smaller and hotter. He continued to focus until it was as hot as a small star, then threw it back at Otto. The ball exploded on impact, creating a massive crater and a flash of light that would of blinded Peter had he not looked away. Otto had projected a shield at the last moment, and now he was relatively unscathed. He walked out of the crater, his shoulders rising and falling, a sign that he was getting tired.

Peter was getting tired too. He had all of this new power, but the spells he'd been using were pretty big. If he continued to push himself, he'd undoubtedly collapse and die.

 _I have to end this quickly._ He thought. He focused, allowing the power of the universe to flow through him. His mystical senses extended, and he searched through every dimension, every deity that the Sorcerer Supreme had a contract with, every spell he knew. He opened his eyes, channelling the ability of the Motion Dimension, the same source of Quicksilver's speed. He wasn't a natural conduit, so he wouldn't be able to get too fast; however, he could get fast _enough_ , just enough to get the jump on Otto.

The world around him blurred as he moved. Otto stared blankly ahead, the information from his eyes not yet reaching his synapses to let him know Peter isn't there. Peter webbed his chest and pulled himself forward, kicking him directly in the chest and tumbling over. His short burst of speed was over, but now he was at least on top of Otto, wrestling the staff out of his hands. He now had a hold on the Staff of Watoomb, which Otto seemed to be attempting to use against him. The staff glowed with a bright red power. He knew that if the jewel at the end touched him, he'd probably be turned into stone. The only reason Otto didn't immediately do it is because he and Peter had their hands on the artifact, so their wills were battling for control.

"I will _destroy_ you." Otto said through grit teeth. _"_ Victory was within my grasp, you fool!"

"Y-Yeah…" Peter said, straining. "That's kinda why I interrupted!"

He wrapped his legs around Otto's neck, pulling him in with all of his strength to knock him off balance. He used his free hand to elbow Otto at the top of his head, creating hardened webbing on his elbow to further augment the hit. Otto recoiled from the pain, his grip loosening on the staff. Peter took the opportunity, his legs now wrapping around the arm that held the Staff of Watoomb, throwing his weight to the side to arm-bar Otto. Otto's tentacles moved to pry Peter off, but Peter held on for dear life, prying the staff out of his hand. The tentacles then moved to grab the staff from him, but Peter immediately used its power.

The Staff of Watoomb changed reality, turning all of his tentacles into butterflies, which flew away carelessly in the wind. Otto released a sound that was too inhuman to place an emotion to, his body contorting in a way that would only be possible if he had no bones. Peter quickly used the staff to teleport the both of them back to Earth. Otto's body continued to spasm and contort in unnatural ways, and Peter immediately sensed that something was coming. But he couldn't focus on that now. Now that he had the Staff of Watoomb, all of creality bent to his will. He had to take the opportunity to undo the Call.

He stepped to the edge of the cliff, facing the obscured body of the stirring giant ahead. Although the city had to have been miles away, a dot barely visible in the distance, the body of Cthulhu was still massive, which terrified Peter. He'd hate to think about how big the Old One was up close.

"I command thee," Peter spoke, words of power filling the wind as the Staff of Watoomb glowed a bright red. " _Sleep."_

A pulse of invisible power burst forth from him, covering the entire planet. In the distance, Cthulhu's form began to fade, distort as if he were just a dream. Peter wasn't getting rid of him, he could _never_ undo the complex magic woven about his existence. Instead, Peter could feel the attention of the rousing giant disappear, his psychic presence fading. The storm began to disappear, no longer obscuring the sky. The waves below calmed, and the winds died down. Above, the boundless night sky could be seen. All was silent.

Peter turned to the cultists that had Jessica and Cindy restrained. They seemed to know they had been defeated, so they simply let the two go.

"I wasn't expecting it to be that easy…" Peter muttered. He rushed to the two, cutting them free of their binds.

"Peter." Cindy said. "Jessica's arm is broken."

"Right…" Peter replied. He channeled the power of the Staff again, red energy slowly seeping from the orb at the top. At the molecular level, Jessica's arm began to mend itself.

"Thank you." Jessica said. "Undo the death curse."

Peter stood once again, slamming the butt of the Staff to the ground. This time, he called upon the power of the Underworld. His necromancy was rusty - _was._ Now that he had the full power of the Sorcerer Supreme, as well as the Staff of Watoomb, resurrection should be relatively easy. As Otto's body spasmed and contorted a few feet away, Peter did what would be impossible without the Staff: he resurrected the dead.

A bright light flashed from the heavens, beams of energy colliding with the ground below. The lights then solidified, turned into a physical form, then materialized. The Heroes Guild, which had been vanquished months before, now stood on the cliff with Peter, Cindy, and Jessica. The Heroes exchanged confused looks, which was understandable. Peter had literally pulled them out of one dimension and back to the material plane - something that _does_ break a few cosmic rules, but Peter will deal with that when he gets there.

"What...happened?" The Paladin asked. "One moment, we were fighting Octavius, and the next…"

"You guys were caught by a death curse." Peter explained. "I tried to stop it...but I wasn't good enough at the moment. Now I've undone everything that Otto did."

"Who are you?" The Iron Knight asked. "Wasn't this kid at Hero License auditions?"

Peter placed a hand on his chest. "Yes. I'm sorry about bailing on you guys. I'm the Mystic Spider, Sorcerer Supreme of this universe. Whether I'm registered or not, I'm going to protect this Earth. So-"

"We can talk about this later." Quicksilver said. "Look."

Peter knew he shouldn't have ignored his precognition, not when the usual buzzing sensation in the back of his head was a full on vibrating pain that started at the base of his spine. He turned around just in time to see Otto's body fall off the cliff and into the water. The ground began shaking, and Peter saw the cultists behind them wailing in pain. Their bodies began to melt as if they were made of butter, flesh and gore oozing across the ground. Peter felt something was off. In the pit of his stomach, he felt a feeling of dread, a feeling that was similar to what he felt when he went near the Totem Pole in the Tunnel Network.

And then it came.

Otto was no longer human, that was for certain. Where his body had dropped in, out came a massive, pulpy abomination that seemed to distort reality with its mere presence. Peter didn't know fully what he was looking at when he saw what used to be Otto. The best way to describe it is some cross between a bloated sea snake, and a giant squid. Tentacles as large as mountains came up from the sea, and many eyes looked down at the Heroes Guild. Its form was too large to make out completely, as one of its eyes was the size of Peter's entire body.

"Cindy!" Peter said. "Cast the Protection Charm! This thing's psychic presence is immense!"

Cindy nodded and did a few signs with her hands. The protection charm they had created formed above the Heroes Guild, guarding them from the madness that would ensue from looking at this thing. The heroes prepared to fight, but Peter didn't know where to start with this thing, didn't know if it was even _possible_ to hurt. Its tumor-like eyes opened all over its body, looking around at various things as if they had minds of their own. Mouths were all over the tentacles, as well as talons at the end that could tear cities apart.

 _I AM THE LEVIATHAN._ The voice of Otto rang in Peter's head, louder than anything that was physical. _I HAVE DEVOURED THE FLESH OF CTHULHU'S STARSPAWN AND HAD BEEN GRANTED APOTHEOSIS MYSELF! I WILL ASSIMILATE THIS ENTIRE WORLD INTO MY BEING AND SWALLOW THE SUN._

"What's the plan?" The Iron Knight muttered to the Paladin.

"By the Spirit, I...I don't know." The Paladin responded. "Ask the Sorcerer Supreme."

"Look, kid…" Clint Barton said to Peter. "We're kind of beyond our experience here. We don't usually deal with ancient gods."

"I have to banish it." Peter said as he recovered from Otto's psychic assault. "I'll need help though."

"I'll help." Said the Baba Yaga, clearly straining from even being in _front_ of this thing. "I've studied banishment spells...we can do it."

"Wanda." Quicksilver said, concern clear in his voice. "If you push yourself too far…"

"Let me do this, Pietro." She responded. "He will not be able to do this alone."

"If it's settled…" Peter said. "Her and I will banish it, you guys distract it."

"If the world is ending tonight…" Clint muttered, taking an arrow out of his quiver. "Might as well end kicking and screamin'."

"Agreed." Said the Black Widow, unsheathing her short swords. Clint shot an arrow at the beast and disappeared, and the Black Widow also disappeared.

Thor threw his hammer upwards, holding onto the strap so that he flew into the air. The Iron Knight projected a disk made of hard light, which the Paladin got onto, and they flew towards the monster as well. Quicksilver looked at the Baba Yaga one last time before blurring, a white streak zooming across the water. Jessica held onto Cindy and went flying towards Otto as well. Lights flashed and lightning streaked across the sky as the sea monster was attacked by the Heroes Guild. They weren't hurting it. If anything, it looked like they were just annoying it. But a distraction was all they needed.

Peter and Wanda looked at each other. He opened his arms, pointing his fingers in opposite directions as he traced the banishment circle. A circle made of purple energy formed between them: three rings going inward, and a five-pointed star upside down within.

"We need to sync here." Wanda said. "I warn you: I'm possessed."

"I'm sorry," Peter said. " _What?_ "

"It's a long story, just come on!" She said.

As they touched hands and thus shared energy, Peter was astounded. Wanda couldn't be much older than him, just by one or two years. Despite that, however, Peter sensed within her a deep, boundless power that dwarfed even _his own._ The power was different, strange...it was like a nuclear blast contained within a glass vase. It was powerful, impossible to control, yet so delicately contained within the vase, which seemed to be on the verge of shattering. Whatever it was that possessed Wanda, it wasn't a simple demon, it was a force of nature. Something far beyond anything Peter had actually encountered, even Calypso, and more on par with Cthulhu.

At that moment, Peter was fairly confident that they could banish Otto.

"More…" He said, straining. The power within Wanda raged, going from a nuclear blast to a supernova. He felt the energy engulf him as well, and Peter tried to absorb it, make it his own, but it blazed throughout his soul like an energy that will never go out. He felt it scald his very soul. The magical circle below them turned red.

"I-I can't do more..!" Wanda said, beads of sweat forming on her forehead. "It's...it's too much! I can't...without giving him control!"

Peter didn't know who "him" was, and he didn't want to know. He didn't need to either, as they had enough energy to commence the banishment. He turned to the monster that was in combat with the Heroes Guild. They had punched holes into Otto's form, which only healed themselves seconds after forming. Peter rose the Staff of Watoomb above his head, channelling the combined power of whatever is inside of Wanda, the staff, and his own aura.

" _Begone!"_ He called out.

Reality distorted massively as the word of power asserted itself into the universe. The Staff summoned so much power that it broke down into the six wands again, each flying off to different parts of the world. The banishment spell worked, a red energy winding itself around Otto's octopod form and making him smaller. His form condensed, the space within him shrinking and shrinking until he was nothing. Peter felt drained, and he could only catch a glimpse of Wanda collapsing to the ground before he blacked out. 

* * *

_One week later…_

After graduation, Peter met Gwen near the bleachers at the gym. Celebration still rang outside as the Class of 2018 finished the ceremony. Peter, in all honesty, didn't want to go to the ceremony, and only came because of his plans with Gwen. When she came, she'd taken off her cap and gown, revealing the black dress she wore underneath. She honestly looked breathtaking, even with how confused she was.

"I saw your message." She said. "What is it?"

"Yeah, so uh...I know I've been distant this year, and I really want to change that." Peter said. "I've gone through a lot of changes as you can see...new friend and all."

"Yeah, Cindy. What are you getting at?"

"I…"

Peter took a deep breath. This was taking a lot of courage to say.

"I want to know if you'd like to go out sometime…?"

Gwen raised an eyebrow. "You just called me here to ask me out…?"

"W-Well...yeah. Hey! It took a lot of courage."

That made her laugh.

"Okay...we can try dating." She said. "See how it feels. We've honestly been friends for so long, I'd normally be closed off to the idea but...we have nothing to lose."

Peter must have been smiling like an idiot, because Gwen began to laugh.

"So…" He said. "How about movies, tomorrow?"

"I'd like that." Gwen said. "They're making a movie about the Mystic Spider...we should see that."

Peter's grin only grew wider.

"We should."

They walked out of the gym together, their relationship fundamentally changed. Peter couldn't help but think about what his father said in the In-Between, right before he'd been given the totality of the Sorcerer Supreme's powers.

 _If you bear this power, you forfeit any chance you have at a normal life._

Maybe that was true...maybe it wasn't. Either way, Peter wasn't just going to isolate himself from others because of it. He had done this to protect those he loved. If he suddenly ejected himself out of their lives...well, then that would defeat the point. 

* * *

"The renovation of Ryker's Island by Lord Norman Osborne has gone underway." The newscaster said on the big, floating light screen above Central Park. "The criminals are being moved to Black Chamber's maximum security prison in a classified location as the island is fixed. In other news…"

"You called?" Cindy asked as she approached Peter. It was a lazy Sunday morning, and all things seemed to be moving at a snail's pace in the city that never sleeps. Peter had been waiting near a large, abandoned house, clad in his Mystic Spider armor. Cindy was in costume too, which earned them a few stares as they walked through the park.

"Yep." Peter said. "Come with me."

They walked to the abandoned house, and Peter pressed a finger to the door. A spider symbol blazed upon it, and he turned the knob. When they went in, the inside was quite clearly less abandoned than the outside. It was a victorian house, with clean wooden floors. Above, a large window with the magical symbol of the Sorcerer Supreme showed the sky above and the city. Upstairs was an entire library of magic, complete with artifacts, grimoires, and tomes.

"What is this place…?" Cindy asked.

"Apparently, this place is mine." Peter said. "Well, the Sorcerer Supreme's. I found a grimoire on this place...it's called the Sanctum Sanctorum. For centuries, the Sorcerer Supreme had used this house as a sort of neutral ground for the world of magic, where they keep very powerful artifacts and grimoires away from the other mage orders."

"For what purpose?"

"Probably to remain neutral. If any one order had _any_ of this stuff, they'd gain the upper hand and...well, you have yourself a war."

"So you're planning to do the same here? Store all of your magical artifacts and spells in this house?"

"I'm planning on doing more than that."

Peter reached into a pocket in his cloak, taking out a paper. On the paper, it said _Mystic Spider Investigations - professional occultist._

"You fool!" Cindy hissed, snatching the paper away. "You plan on becoming a professional sorcerer? Might I remind you sorcery is illegal?!"

"No need to remind me, I know." Peter said. " _Individuals_ can't practice sorcery, but organizations can. See? Legal loophole. It's why Black Chamber is allowed to have sorcerers in their ranks."

"I still don't understand why you're doing this." Cindy said.

"If we want to get sorcery legalized, we have to show it isn't so scary." Peter said. "You and I both agree that the world would be better off _with_ sorcery than without, right? This is our part in changing the public opinion of it. We do things for people. Help them with various supernatural threats. People can come to us, and we'll help them. I think that's a pretty effective way of doing our part. And you can be my sidekick."

Cindy's eyebrow twitched in slight irritation.

"I'm not a sidekick." She said. "Partner."

"Whatever you say, Spider-Girl." Peter said.

" _If_ we do this," Cindy demanded. "I will be your _partner._ And you will address me as _Silk_ for an alias."

Peter blinked.

"Silk." He said. "I like it. Okay, Silk...partners?"

He held out his hand. Despite herself, Cindy smiled.

"Partners." She said. 

* * *

"Oh, Great God Knull, Spider King of the Abyss…" Eddie brock said, kneeling at his altar in his new pocket dimension. "Please provide guidance...Octavius had failed to destroy the Sorcerer Supreme."

All candles in the altar suddenly went out, covering the room in darkness. Eddie felt another presence in the room with him. A voice called out, a raspy, starved whisper that wouldn't sound out of place coming from a skeletal corpse.

 _Edward…_ It said, speaking in his head. _I had warned you that you must destroy Peter Parker yourself, Edward Brock...all things are only correctly done, when you do them yourself._

"I understand now, master…" Eddie said, looking down at the ground. "I must take him down myself...but only if you'll allow me."

 _Indeed, I will._ The voice said. _Become my champion...take this power that I give you, and destroy the False Champion of the Pantheons!_

Darkness engulfed Eddie. It was cold, almost painful as he felt the blackness merge with his skin, knit itself into his every cell. He shook violently on the floor, feeling as if he'd taken a dive in a tub full of ice water. Then he suddenly stopped. The darkness had covered him like a second skin. He grew claws, teeth...his body was engulfed in a sort of organic armor, one similar to Peter's, except more grotesque, pulsating.

 _Surrender your humanity, Edward Brock._ The voice whispered. _You must be a monster to defeat the Sorcerer Supreme._

"We are no longer Edward Brock." Eddie spoke, his voice merged with another, one inhuman, guttural. "We are now...VENOM." 

* * *

**AN:** That is the finale folks! And a glimpse at things to come ;). Thank you so much for reading this, it really means a lot to me! If you have any feedback, please let me know if I could have written anything here a little better, or give me an indication of what spiderman-related themes you'd like to see me adapt into this world in the future!


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